Common use of Preparation and Filing of Tax Returns Clause in Contracts

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (iib) TCI HOLDING shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY, if possible, or otherwise the Stockholders STOCKHOLDERS shall file or cause to be filed all federal income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI METALS to review all such Tax Returns prior to such filings. Unless the Company COMPANY is a C corporation, the Stockholders STOCKHOLDERS shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (ii) TCI METALS shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI METALS and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income separate Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all . All such Tax Returns prior shall have set forth all material items required to such filingsbe set forth therein and shall have been prepared in compliance with applicable laws and shall be true, correct and complete in all material respects. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial StatementsStatements and books and records) required to be shown by such Tax Returns to be due. (ii) TCI VPI shall file or cause to be filed all separate consolidated Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding Closing Date. VPI shall pay or cause to be paid all Tax liabilities (in excess of amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the VPI Financial Statements and Consummation Date, books and shall permit the Stockholders a reasonable opportunity records) required to review all be shown by such Tax Returns for periods including the Funding and Consummation Date prior to the filing thereofbe due. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates component members of a controlled group of corporations including the COMPANY, as defined in Section 1563 of the Code, to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI VPI and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution an exchange pursuant to which gain is not recognized under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI Home to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Home shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI Home and each Stockholder shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI Pentacon to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Pentacon shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies copies, at the expense of the requesting party, of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI Pentacon and each Stockholder shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, file or otherwise cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Stockholders Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns (federal, state, and any State and local or otherwiseTax Returns filed on the basis similar to that of S corporations under federal income Tax rules) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (ii) TCI CSI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CSI and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI LandCARE to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI LandCARE shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI LandCARE and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding the foregoing, and the STOCKHOLDERS shall permit TCI file or cause to review be filed all such separate federal income Tax Returns prior to such filingsof any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Unless the Company is a C corporation, the Stockholders The STOCKHOLDERS shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI PARENT shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each the of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each the party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the CompanyCOMPANY, NewcoACQUISITION CORP., TCI PARENT and each Stockholder the STOCKHOLDERS shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) 351 of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANIES shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income separate Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all . All such Tax Returns prior shall have set forth all material items required to such filingsbe set forth therein and shall have been prepared in compliance with applicable laws and shall be true, correct and complete in all material respects. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial StatementsStatements and books and records) required to be shown by such Tax Returns to be due. (ii) TCI VPI shall file or cause to be filed all separate consolidated Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding Closing Date. VPI shall pay or cause to be paid all Tax liabilities (in excess of amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the VPI Financial Statements and Consummation Date, books and shall permit the Stockholders a reasonable opportunity records) required to review all be shown by such Tax Returns for periods including the Funding and Consummation Date prior to the filing thereofbe due. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates component members of a controlled group of corporations including the COMPANIES, as defined in Section 1563 of the Code, to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the CompanyCOMPANIES, Newcothe NEWCOS, TCI VPI and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution an exchange pursuant to which gain is not recognized under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, ,TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyShareholder shall timely prepare or shall cause to be timely prepared any income Tax Returns of the Company for any taxable period that ends before or on the Closing Date in a manner consistent with past practice, if possibleexcept to the extent otherwise required by applicable Law. Shareholder shall deliver to Buyer for its review, comment and approval (which approval shall not be unreasonably withheld) a copy of each such Tax Return at least 30 days prior to the due date thereof (taking into account extensions). Shareholder shall consider such comments in good faith to the extent such comments would affect any items that would carry over to tax periods after the Closing Date. Shareholder shall not amend or otherwise the Stockholders revoke any such Tax Returns unless required by Law or as a result of an audit. Shareholder shall timely file or cause to be timely filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns required to be filed on or prior to such filings. Unless the Company is a C corporationClosing Date (taking into account extensions), the Stockholders and Buyer shall pay timely file or cause to be paid all timely filed any Tax liabilities Returns prepared by Shareholder in accordance with this Section 4.10(a)(i) that are required to be filed after the Closing Date (in excess of all amounts already paid taking into account extensions); provided that Buyer shall not be required to file any such Tax Return unless, with respect thereto to each item reflected on such Tax Return, there is at least a more likely than not position for prevailing on the merits. In the event Shareholder and Buyer disagree regarding the treatment of any item reflected on such Tax Return, Buyer shall file such Tax Return if Shareholder provides Buyer with a written opinion of ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ & ▇▇▇▇▇ LLP or properly accrued or reserved another nationally recognized firm, in form and substance reasonably acceptable to Buyer, confirming that there is at least a more likely than not position for prevailing on the merits with respect thereto on the Company Financial Statements) shown by to such Returns to be dueitem. (ii) TCI shall file or cause to be filed all separate Returns ofBuyer shall, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior except to the filing thereofextent that such Tax Returns are the responsibility of Shareholder under Section 4.10(a)(i), have the right to prepare and file all Tax Returns with respect to the Company. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each For any Straddle Period income Tax Return of the other parties hereto Company that is the responsibility of Buyer under Section 4.10(a)(ii), Buyer shall deliver to Shareholder for its review and comment a copy of such cooperation and information as any of them reasonably may request in filing any proposed Tax Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together prepared consistent with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each past practice of the Company, Newcoexcept to the extent otherwise required by applicable Law, TCI at least twenty (20) Business Days prior to the due date (giving effect to any validly obtained extension thereof), and each Stockholder Buyer shall comply with consider in good faith any such comments provided that Buyer shall reflect any such comments received from Shareholder regarding the reporting of (x) the Pre-Closing Reorganization or (y) any other item affecting the Tax reporting requirements liability of the Company for the portion of such Straddle Period that is a Pre-Closing Tax Period, in each case, if there is at least a more likely than not position for prevailing on the merits (and any disagreement with respect thereto shall be resolved in the manner set forth in the last sentence of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code4.10(a)(i)).

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, file or otherwise cause to be filed all separate Returns of any Acquired Party for all taxable periods that end at or before the Stockholders Effective Time, which Returns as to the taxable periods that end at or before the Effective Time shall be acceptable to the STOCKHOLDERS in their reasonable judgment. Notwithstanding the foregoing, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns tax returns (federal, state, and any state and local or otherwisetax returns filed on the basis similar to that of S corporations under federal income tax rules) of any Acquired Party for all taxable periods that end on at or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filingsEffective Time. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns returns to be due. (ii) TCI MARINEMAX shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofEffective Time. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities any taxing authority and relevant records concerning the ownership and Tax tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI MARINEMAX and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (iib) TCI CTS shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (ivd) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CTS and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-tax free contribution transfer of property under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyMorgan Stanley shall timely prepare and file, if possible, or otherwise the Stockholders shall file or cause to be filed timely prepared and filed, on a basis consistent with past practice, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party Morgan Stanley Contributed Subsidiary and all Tax Returns required to be filed with respect to the Morgan Stanley Contributed Business for all taxable periods that end on or before the Funding and Consummation Closing Date. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), the Company shall not amend (and shall not permit TCI any of its Subsidiaries to review all amend) any such Tax Returns without the prior to written consent of Morgan Stanley, such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause consent not to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueunreasonably withheld. (ii) TCI Citigroup shall file timely prepare and file, or cause to be timely prepared and filed, on a basis consistent with past practice, all Tax Returns of any Citigroup Contributed Subsidiary and all Tax Returns required to be filed all separate Returns of, or that include, any Acquired Party with respect to the Citigroup Contributed Business for all taxable periods ending after that end on or before the Funding and Consummation Closing Date. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), the Company shall not amend (and shall not permit any of its Subsidiaries to amend) any such Tax Returns without the Stockholders a reasonable opportunity prior written consent of Citigroup, such consent not to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofbe unreasonably withheld. (iii) Each party hereto shallThe Company shall timely prepare and file, or cause to be timely prepared and shall cause its Subsidiaries and Affiliates tofiled, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation consistent with past practice, all Tax Returns of any documents or information so providedContributed Subsidiary required to be filed with respect to a Straddle Period of such Subsidiary. Subject The Company shall furnish any such Tax Return that is material to the preceding sentence, each party Party that contributed such Contributed Subsidiary for such Party’s review and comment at least thirty (30) days prior to the due date (taking into account all applicable extensions) for filing such Tax Return. Except to the extent otherwise required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of a “determination” within the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements meaning of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a1313(a) of the Code subject (or any comparable provision of state, local or foreign Law), the Company shall not amend (and shall not permit any of its Subsidiaries to gain, if any, recognized on amend) any such Tax Returns without the receipt of cash or other property under Section 351(b) prior written consent of the CodeParty that contributed such Contributed Subsidiary, such consent not to be unreasonably withheld.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, file or otherwise cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Stockholders Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDER shall file or cause to be filed all separate federal income Tax Returns (federal, state, and any State and local or otherwiseTax Returns filed on the basis similar to that of S corporations under federal income Tax rules) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders The STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (ii) TCI CSI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CSI and each Stockholder the STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Parent will timely prepare or will cause to be timely prepared (giving effect to any validly obtained extensions) (A) each combined, consolidated or unitary Tax Return that includes Parent or any of its Affiliates and any Purchased Company for any taxable period (a “Parent Group Return”), and (B) each Tax Return, other than a Parent Group Return, of any Purchased Company for any taxable period that ends on or before the Closing Date (a “Purchased Company Return”). All Parent Group Returns to the extent relating to a Purchased Company and all Purchased Company Returns shall be prepared in a manner consistent with past practices of the applicable Purchased Company, if possibleexcept as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local or otherwise non-U.S. applicable Law). (ii) Parent will timely file or will cause to be timely filed all Parent Group Returns and all Purchased Company Returns that are required to be filed on or before the Stockholders Closing Date (giving effect to any validly obtained extensions) and will timely pay or cause to be paid all Taxes shown as due on all such Tax Returns. (iii) In the case of any Parent Group Return that (A) is required to be filed after the Closing Date (giving effect to any validly obtained extensions) and (B) includes a Purchased Company, Parent will deliver a draft of portions or excerpts of such Parent Group Return (or a pro forma Tax Return) relating solely to the Purchased Company, including all reasonably necessary workpapers, to Purchaser no later than 10 Business Days before the due date (giving effect to any validly obtained extensions) thereof, and Purchaser shall be entitled to deliver to Parent any reasonable comments within 5 Business Days after receipt of such draft. Parent will timely file or will cause to be timely filed, and will pay or will cause to be paid all Taxes shown as due on any such Parent Group Return. (iv) In the case of any Purchased Company Return that is required to be filed (giving effect to any validly obtained extensions) by any of the Purchased Companies after the Closing Date, Parent will deliver a draft of such Purchased Company Return to Purchaser no later than 10 Business Days before the due date (giving effect to any validly obtained extensions) thereof, and Parent will consider in good faith any reasonable comments delivered by Purchaser within 5 Business Days of delivery of such draft and, to the extent Parent accepts any such comments, Parent will deliver a revised draft of such Purchased Company Return to Purchaser. Purchaser will timely file or cause to be filed all income such Purchased Company Returns in the form provided by Parent; provided that if Purchaser believes in good faith that filing any such Purchased Company Return would reasonably be expected to result in the imposition of criminal penalties on Purchaser or any of its Affiliates, Purchaser will be entitled to make such changes as Purchaser reasonably believes are necessary to avoid such penalties. Parent will pay to Purchaser, in accordance with Section 10.1(c), the amount shown as due on the applicable Purchased Company Return and Purchaser will timely remit such amount to the applicable Taxing Authority. (i) Purchaser will timely prepare or will cause to be timely prepared each Tax Return of any Purchased Company for any Straddle Tax Period that is not a Parent Group Return (a “Purchaser Return”). Purchaser will deliver a draft of each Purchaser Return, including all reasonably necessary workpapers (accompanied 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), to Parent as soon as reasonably practicable and, in the case of an Income Tax Return, no later than 10 Business Days before the due date (giving effect to any validly obtained extensions) thereof, and Purchaser will incorporate any reasonable comments delivered by Parent within 5 Business Days after delivery of such draft; provided that if Purchaser believes in good faith that incorporating any such comments would reasonably be expected to result in the imposition of criminal penalties on Purchaser or any of its Affiliates, Purchaser will not be required to incorporate such comments. All Purchaser Returns shall be prepared in a manner consistent with past practices of the applicable Purchased Company, except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (federal, or any comparable provision of state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duenon-U.S. applicable Law). (ii) TCI shall file or cause Parent will pay to be filed all separate Returns of, or that include, Purchaser the portion (determined in accordance with Section 10.1(c)) of the amount shown as due on any Acquired Party Purchaser Return for all taxable periods ending after the Funding which Parent has an indemnification obligation pursuant to Section 10.1(a) and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all Purchaser will timely remit such Returns for periods including the Funding and Consummation Date prior amount to the filing thereofapplicable Taxing Authority. (iiic) Each party hereto shallIf and to the extent permitted by applicable Law, and each Purchased Company shall cause its Subsidiaries and Affiliates to, provide elect to close each taxable period on or as of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim Closing Date for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsPurposes. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders Seller Parent shall file prepare or cause to be filed prepared all income (A) Tax Returns that include Seller Parent or any of its Affiliates (federalother than any Conveyed Subsidiary or any Subsidiary thereof), stateon the one hand, local and any Conveyed Subsidiary or otherwiseSubsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Acquired Party Pre-Closing Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for all taxable periods that end on or before its review and comment, at least thirty (30) days, in the Funding and Consummation Datecase of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall permit TCI have the right to review all such Pre-Closing Separate Tax Returns Return and any such additional information prior to the filing of such filingsPre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Unless the Company is a C corporationPurchaser shall timely file (taking into account any applicable extensions), the Stockholders shall pay or cause to be paid all timely filed, such Pre-Closing Separate Tax liabilities Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in excess the case of all amounts already paid with respect thereto Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns cause to be duetimely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement. (ii) TCI Other than Tax Returns for which Seller Parent is responsible pursuant to Section 6.5(a)(i) and any Tax Returns described in Section 6.5(g)(iii), Purchaser shall file prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Conveyed Subsidiaries and their Subsidiaries (taking into account any applicable extensions). Any such Tax Return required to be filed all separate Returns ofby Purchaser for a Tax period that includes (but does not end on) the Closing Date (any such Tax period, a “Straddle Period,” and any such Tax Return, a “Straddle Period Tax Return,”) and any Tax Return (or relevant portion thereof) of Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries after the Closing) that includes or reflects (or is required to include or reflect) Seller Indemnified Taxes for which Seller Parent would reasonably be expected to be liable pursuant to this Agreement (any such Tax Return, or relevant portion thereof, or any Straddle Period Tax Return, a “Seller Indemnifiable Tax Return”) shall, where applicable, be prepared (1) in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that includethere is not at least a “more likely than not” basis for a position under applicable Law or such position would reasonably be expected to result in Purchaser or its Subsidiaries being liable for any material Taxes that are not Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement and (2) in accordance with the terms of this Agreement. With respect to any Seller Indemnifiable Tax Return, any Acquired Party Purchaser shall deliver to Seller Parent for all taxable periods ending after its review, comment and approval, at least thirty (30) days, in the Funding and Consummation Datecase of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Seller Indemnifiable Tax Return (taking into account any applicable extensions), a statement setting forth the amount of Tax for which Seller Parent is responsible pursuant to Section 6.5(d)(i) and a copy of such Seller Indemnifiable Tax Return, together with any additional information that Seller Parent may reasonably request. Seller Parent shall permit have the Stockholders a reasonable opportunity right to review all such Returns for periods including the Funding Seller Indemnifiable Tax Return, statement and Consummation Date any additional information prior to the filing thereofof such Seller Indemnifiable Tax Return, and Purchaser shall reflect on such Seller Indemnifiable Tax Return, as filed, any reasonable comments submitted by Seller Parent at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Seller Indemnifiable Tax Return (taking into account any applicable extensions) to the extent any such comments would not be reasonably expected to result in Purchaser or its Subsidiaries being liable for any material Taxes that are not Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement. Seller Parent shall, at least three (3) days before any Tax Return that Purchaser is obligated to file under Section 6.5(a) (ii) is due, pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes. (iii) Each party hereto shall, and shall cause Neither Purchaser nor any of its Affiliates (including the Conveyed Subsidiaries and Affiliates totheir Subsidiaries after the Closing) shall amend or revoke any Pre-Closing Separate Tax Return or Straddle Period Tax Return, provide or agree to each any waiver or extension of the other parties hereto such cooperation and information as any statute of them reasonably may request in filing any Returnlimitations, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings Taxes with respect to any Conveyed Subsidiary (or any Subsidiary thereof) for a Pre-Closing Tax Period, without the prior written consent of Seller Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Upon Seller Parent’s reasonable request, at the sole cost and expense of Seller Parent, Purchaser shall file, or cause to be filed, any amended Pre-Closing Separate Tax Return in the form and substance reasonably requested by Seller Parent and in a manner consistent with the past practices of the applicable Conveyed Subsidiary or its Subsidiary (other determinations by Taxing authorities and relevant records concerning than as required as a result of the ownership and Tax basis of propertySeller Internal Restructurings), which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject except to the preceding sentenceextent that there is not at least a “more likely than not” basis for a position under applicable Law, each party provided that Purchaser shall not be required to file Returns any such amended Tax Return to the extent it would reasonably be expected to result in Purchaser or its Subsidiaries being liable for any material Taxes that are not Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement shall bear all costs of filing such Returnsor otherwise result in commercial consequences that materially and adversely affect Purchaser. (iv) Each Notwithstanding anything herein to the contrary, this Section 6.5(a) shall not apply to any Tax Returns in respect of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Transfer Taxes described in Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under 6.5(j) or any VAT described in Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code6.5(k).

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns tax returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI RV Centers to review all such Tax Returns tax returns prior to such filingsfilings except with respect to information pertaining to members of a consolidated group other than the Company. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Company's Financial Statements) shown by such Returns tax returns to be duedue or otherwise attributable to such tax returns. (ii) TCI If the Company is an S corporation, then upon filing the final tax returns covering the Company's earnings for the year ended December 31, 1998 and the period from January 1, 1999 to the Consummation Date, Stockholders shall provide to RV Centers copies of the Forms 1120S and Schedule K-1s and equivalent state income tax forms so filed. If the amount of dividends or distributions made pursuant to Annex I in anticipation of such taxes exceeds the "Calculated Tax Amount," as defined below, for the applicable period, then Stockholders shall repay any excess amount to the Company within 10 days of the filing of the Form 1120S, or equivalent and provide a written calculation of the Calculated Tax Amount. If the amount of dividends or distributions made pursuant to Annex I in anticipation of such taxes is less than the Calculated Tax Amount for the applicable period, then the Company shall reimburse Stockholders for the amount of such deficiency within 10 days of receiving a copy of the filed Form 1120S, Schedule K-1s or equivalent and a written calculation of the Calculated Tax Amount. The Calculated Tax Amount shall mean the amount of federal and state income taxes that was owed on each Stockholder's income from the Company, for the periods from July 1, 1998 to December 31, 1998 and from January 1, 1999 to the Consummation Date, assuming a federal tax rate of 39.6% and the applicable state tax rate (net of federal benefits). (iii) RV Centers shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiiiv) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (ivv) Each of the Company, Newco, TCI RV Centers and each Stockholder shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section Sections 351(b) or 357(c) of the Code.

Preparation and Filing of Tax Returns. (a) Seller shall timely prepare and file or shall cause to be timely prepared and filed (i) The Companyany combined, if possibleconsolidated or unitary Tax Return that includes Seller or any of its Affiliates, and (ii) any Tax Return of the Acquired Companies for any Pre-Closing Tax Period and pay any Taxes due with respect to such Tax Returns. Purchaser shall not amend or otherwise revoke such Tax Returns (or any notification or election relating thereto). Seller shall prepare and submit to Purchaser, no later than three months after the Stockholders Closing Date, blank Tax Return workpaper packages or questionnaires for Pre-Closing Tax Periods. Purchaser shall, and shall cause the Acquired Companies to, prepare in good faith and submit to Seller in accordance with past practice, within three months of receipt, all information as Seller shall reasonably request in such Tax Return workpaper packages or questionnaires. (b) Purchaser shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 14.5(a), timely prepare and file or shall cause to be timely prepared and filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto Acquired Companies. For any Straddle Period Tax Return of the Acquired Companies that is the responsibility of Purchaser under this Section 14.5(b), Purchaser shall, and shall cause its Subsidiaries and Affiliates to, provide to each prepare such Tax Return in a manner consistent with past practices of the other parties hereto Acquired Companies unless otherwise required by applicable Laws and Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld) a copy of such cooperation and information as any proposed Tax Return (accompanied, in the case of them reasonably may request in filing any a Straddle Period Tax Return, amended 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) at least thirty Business Days prior to the due date (giving effect to any validly obtained extensions) thereof. Purchaser shall not unreasonably fail to reflect any comments received from Seller within ten Business Days following Seller’s receipt of such Tax Return and the failure of Seller to propose any changes within such ten Business Days shall constitute its approval thereof. Purchaser shall not amend or claim revoke any Straddle Period Tax Return (or any notification or election relating thereto). Purchaser shall promptly reimburse Seller for refund, determining a liability for Taxes or a right to refund any overpayment of Taxes or in conducting any audit or other proceeding in with respect to a Pre-Closing Tax Period, including by reason of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation payment of any documents estimated Taxes by Seller or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsits Affiliates. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyCompany shall prepare and file, if possible, or otherwise the Stockholders shall file or cause to be filed prepared and filed, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods the Company and the Subsidiaries that end are required to be filed on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filingsthe Closing Date. Unless the The Company is a C corporationshall pay, the Stockholders or shall pay or cause to be paid paid, all Taxes shown due on such Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueReturns. (ii) TCI The Estates shall file prepare, or cause to be filed all separate prepared, the Company's and each Subsidiary's Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date on or prior to the Closing Date that are required to be filed after the Closing Date. The Estates shall deliver copies of such Tax Returns to the Buyer for review and approval (such approval shall not be unreasonably withheld) at least twenty (20) days prior to the due date for filing thereofsuch returns. The Estates shall be responsible for the payment of the portion of such Taxes shown due on such Tax Returns to the extent any such Taxes constitute Excluded Taxes and shall pay such amounts to Buyer within five (5) days prior to the due date for filing such Tax Returns. The Buyer shall cause the Company and the Subsidiaries to timely file such Tax Returns and to remit all Taxes shown due on such Tax Returns. (iii) Each party hereto shallThe Buyer shall prepare, or cause to be prepared, each Straddle Period Return. The Buyer shall deliver copies of each Straddle Period Return to the Estates for review and approval (such approval shall not be unreasonably withheld) at least twenty (20) days prior to the due date for filing such return (accompanied, where appropriate, by an accounting for the portion of such Taxes that constitutes Excluded Taxes). The Estates shall be responsible for the portion of the Taxes shown due on such Tax Returns to the extent any such Taxes constitute Excluded Taxes and shall cause its Subsidiaries and Affiliates to, provide pay such amounts to each Buyer within five (5) days of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim due date for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Straddle Period Return and Buyer shall be responsible for the balance. The Buyer shall cause the Company and the Subsidiaries to timely file such Tax Returns and to remit all Taxes shown due on such Tax Returns. (iv) Each Notwithstanding anything to the contrary herein, if a dispute arises (and is not resolved within ten (10) days prior to the due date of the CompanyTax Return) with regard to the amount of Excluded Taxes that the Estates owe in respect of any Tax Return described in Section 8.02(b)(ii) or 8.02(b)(iii), Newcothe Estates shall pay to the Buyer the amount that the Estates believe is owing and the parties shall resolve their dispute through the Accounting Referee. The Accounting Referee'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, TCI any amounts determined to be due upon final resolution of the dispute shall be promptly paid. (v) To the extent permitted by applicable Law or the administrative practice of any Taxing Authority, the taxable year of the Company and each Stockholder Subsidiary shall comply close as of the close of business on the Closing Date. The parties hereto, the Company and the Subsidiaries shall not take any position inconsistent with the preceding sentence on any Tax reporting requirements of Return. (vi) All Tax Returns described in this Section 1.351-3 8.02 shall be prepared in a manner consistent with past practice unless a past practice has been finally determined to be incorrect by the applicable Taxing Authority or a contrary treatment is required by applicable Tax Laws (or the judicial or administrative interpretations thereof). (vii) Notwithstanding anything contained herein to the contrary, the Estates (and the Company and/or its Subsidiaries prior to the Closing) may take any actions necessary to reduce or eliminate Taxes for any Tax Returns described in Section 8.02(b)(i) or 8.02(b)(ii) without the consent of the Treasury Regulations promulgated under Buyer, including, but not limited to, the Codedefense, and treat compromise or settlement of any audit or any administrative or court proceeding relating to Taxes for periods prior to or ending on the transaction as Closing Date or filing an amended Tax Return to obtain a tax-free contribution under Section 351(a) refund for an Excluded Tax; provided, however, if the Estates amend or agree to an audit adjustment on a Tax Return of the Code subject Company or its Subsidiaries for a period ending on or prior to gain, if any, recognized on the receipt of cash Closing Date and such amendment or other property under Section 351(b) adjustment affects the Tax liability of the CodeCompany or its Subsidiaries for a period after the Closing, then the Estates or the Estate Representative shall obtain the consent of the Buyer before filing such amendment or agreeing to such adjustment (such consent shall not be unreasonably withheld); provided, however, that in no event shall the Estates (or the Estate Representative) be required to obtain the consent of the Buyer (or the Company or its Subsidiaries after the Closing) to settle or compromise the IRS claim consistent with the terms of the IRS Stipulation attached hereto as Exhibit A. The Buyer, the Estates, the Estate Representative, the Company and its Subsidiaries shall cooperate and take those actions necessary to reduce or eliminate Taxes for any Straddle Period Returns described in Section 8.02(b)(iii). To the extent any of the foregoing requires action to be taken by the Company or any of its Subsidiaries after the Closing Date, the Buyer, Company and its Subsidiaries shall cooperate with the Estates to realize the applicable tax benefit or reduction in Taxes, including the filing of amended Tax Returns (prepared by the Estates or the Estate Representative in the case of amendments to Tax Returns described in Section 8.02(b)(i) or 8.02(b)(ii)). (viii) The Company and/or its Subsidiaries shall promptly pay to the Estates any refunds (including interest thereon) received in respect of Excluded Taxes (determined without regard to clause (w) in the definition of Excluded Taxes).

Preparation and Filing of Tax Returns. Seller will prepare and timely file or will cause to be prepared and timely filed all appropriate federal, state, provincial, local and foreign Tax Returns in respect of the Acquired Companies and their assets or activities that (a) are required to be filed on or before the Closing Date or (b) are required to be filed after the Closing Date and (i) The Companyare Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date. Buyer hereby irrevocably designates, if possibleand agrees to cause each of its Affiliates to so designate, Seller as its agent to take any and all actions necessary or otherwise incidental to the Stockholders shall preparation and filing of such Consolidated Tax Returns. Buyer will prepare or cause to be prepared and will timely file or cause to be timely filed all income other Tax Returns required of Buyer and its Affiliates (including the Acquired Companies), or in respect of their assets or activities. Any such Tax Returns (federal, state, local or otherwiseincluding amendments thereto) of any Acquired Party for all taxable that include periods that end ending on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, Closing Date or that include, include the assets or activities of any of the Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date Companies prior to the filing thereof. (iii) Each party hereto shallClosing Date will, unless Seller and shall cause its Subsidiaries Buyer otherwise agree in writing, be prepared on a basis consistent with the elections, accounting methods, conventions and Affiliates to, provide to each principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed. Upon the request of the other parties hereto non-responsible party, the party responsible for the preparation of a particular Tax Return shall make available a draft of such cooperation and information as any of them reasonably may request in filing any Return, amended Tax Return (or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules thereof) for review and relevant work papers, relevant documents relating to rulings or other determinations comment by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so providednon-responsible party. Subject to the preceding sentenceprovisions of this Agreement, each all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party required to file Returns pursuant to responsible under this Agreement shall bear all costs of filing for such Returnspreparation. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanyEach party shall prepare (or cause to be prepared) and timely file or cause to be timely filed (taking into account extensions) all of its respective Tax Returns with respect to any Pre-Closing Period that includes any of the Assets (including all Tax Returns filed on a consolidated, if possiblecombined, or otherwise unitary basis). Each party shall have sole discretion as to the Stockholders positions in and with respect to any Tax Return described in the preceding sentence; provided, however, that such Tax Returns shall be prepared on a basis consistent with the past practices of such party and in accordance with this Agreement, unless in the opinion of another party’s counsel, reasonably satisfactory to the filing party, any position taken on such Tax Returns would be likely to subject any of the parties to penalties. Each party shall deliver (or cause to be delivered) to the other parties draft Tax Returns for each of the Pre-Closing Periods ending on the Closing Date at least twenty business days prior to the Due Date thereof. (b) EOS shall prepare (or cause to be prepared) and timely file or cause to be filed (taking into account extensions) all income Tax Returns of EOS (federal, state, local or otherwiseincluding the Assets) of relating to any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and Post-Closing Period. (c) Each party shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay prepare (or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statementsprepared) shown by such Returns to be due. (ii) TCI shall and timely file or cause to be timely filed (taking into account extensions) all separate of its respective Tax Returns of, or that include, with respect to any Acquired Party for all taxable periods ending after Straddle Period. Any Straddle Period Tax Return shall be prepared on a basis consistent with the Funding last previous similar Tax Return. Each party shall provide the other parties with a draft of each such proposed Tax Return (and Consummation Date, and shall permit the Stockholders such additional information regarding such Tax Return as may reasonably be requested by a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date party) at least 25 days prior to the filing thereof. of such Tax Return, except that (iiii) in the case of a Tax Return relating to a monthly taxable period, the copy shall be provided at least five days prior to the filing of such Tax Return and (ii) in the case of a Tax Return due within 90 days following the Closing Date, the copy shall be provided in such shorter period of time prior to filing as the filing party shall reasonably determine to be practicable. Each filing party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of permit the other parties hereto to review and comment on each such cooperation Tax Return and information as to recommend any changes, modifications, additions, or deletions to the extent they relate to a Pre-Closing Straddle Period, provided that such changes, modifications, additions, or deletions are consistent with past practice and that such reporting, in the opinion of another party’s counsel, reasonably satisfactory to the filing party, would not be likely to subject any of them reasonably may request in the parties to penalties; and provided, further, that the party’s comments are received by the filing party at least five business days prior to the Due Date of the applicable Tax Return. If any dispute has not been resolved prior to the Due Date for filing of the Tax Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of Return shall be filed as originally proposed by the Treasury Regulations promulgated under filing party, reflecting any items agreed to by the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codeparties at such time.

Preparation and Filing of Tax Returns. (i) The Company, if possible, Seller shall timely prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed (including applicable extensions of time to file), at Seller’ expense, all income Income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable the Company with respect to periods that end ending on or before the Funding and Consummation DateClosing Date which are first due after the Closing Date (any such period, and shall permit TCI to review all a “Pre-Closing Period”). All such Tax Returns prior shall be prepared in accordance with applicable Law and the Company’s past practice (provided that such past practice is consistent with applicable Law. Seller shall provide each such Tax Return to Buyer for review, comment and, in the case of any such filingsTax Return that is a stand-alone Tax Return, for filing no later than thirty (30) days before the due date for such Tax Return (taking into account applicable extensions of time to file); provided, however, if Seller shall fail to provide any such Tax Return to Buyer as set forth in this Section 8.7(a)(i), Buyer shall prepare and file such Tax Return. Unless If Seller and Buyer are unable to resolve any dispute regarding such Tax Return fifteen (15) days after Seller submits such Tax Return to Buyer, the dispute shall be resolved by the Accountants in accordance with Section 1.4(e). Seller shall pay to Buyer an amount equal to all Taxes of the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by would be required to pay such Returns to be dueTaxes. (ii) TCI Buyer shall prepare or cause to be prepared and file or cause to be filed all separate any Income Tax Returns ofof the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, or that includea “Straddle Period, any Acquired Party for all taxable periods ending after the Funding ” and Consummation Dateeach such Tax Return, a “Straddle Tax Return”), and Buyer shall permit the Stockholders a reasonable opportunity Seller to review all and comment on each such Returns for periods including the Funding and Consummation Date Straddle Tax Return prior to filing. If Buyer and Seller are unable to resolve any dispute regarding such Tax Return within fifteen (15) days after Buyer submits such Tax Return to Seller, the dispute shall be resolved by the Accountants in accordance with Section 1.4(e). Any portion of any Tax which must be paid in connection with the filing thereofof a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date shall be referred to herein as “Pre-Closing Taxes. ” Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at least ten (iii10) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each days before the date on which Buyer or any of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party Company would be required to file Returns pursuant to this Agreement shall bear all costs of filing pay such ReturnsTaxes. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (a) Seller shall timely prepare or shall cause to be timely prepared (i) The Companyany combined, if possibleconsolidated or unitary Tax Return that includes Seller or any of its Affiliates and (ii) any Tax Return of any Trayport Company for any taxable period that ends on or before the Closing Date. Subject to Section 8.5, Seller shall deliver to Purchasers for their review, comment and approval (which approval shall not be unreasonably withheld) a copy of such proposed Tax Return (x) in the case of Tax Returns prepared less frequently than on a quarterly basis, at least ten (10) Business Days prior to the due date (giving effect to any validly obtained extension thereof) and (y) in the case of Tax Returns prepared on a quarterly or otherwise more frequent basis, at least five (5) Business Days prior to the Stockholders due date thereof (giving effect to any validly obtained extension thereof). Seller shall timely file or shall cause to be timely filed any Tax Return described in clause (i) of the first sentence of this Section 8.2(a) and shall deliver to Purchasers, and Purchasers shall timely file or cause to be timely filed all income in the manner prepared by Seller, any Tax Returns described in clause (federal, state, local or otherwiseii) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Datefirst sentence of this Section 8.2(a). Except to the extent specifically reflected as a Tax liability in the determination of the Closing Working Capital, and Seller shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporationpay, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all paid, to the appropriate Taxing Authority any amounts already paid with respect thereto or properly accrued or reserved with respect thereto shown as due on the Company Financial Statements) shown by such Tax Returns to be duedescribed in this Section 8.2(a). (iib) TCI shall Purchasers shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 8.2(a), timely prepare and file or shall cause to be timely prepared and filed all separate Tax Returns ofwith respect to any Trayport Company. (c) For any Straddle Period Tax Return of any Trayport Company that is the responsibility of Purchasers under Section 8.2(b), or that include, any Acquired Party for all taxable periods ending after (1) such Straddle Period Tax Returns shall be prepared consistent with the Funding and Consummation past practice of the Trayport Companies immediately prior to the Closing Date, and (2) Purchasers shall permit deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld) a copy of such proposed Tax Return (accompanied by an allocation between the Stockholders Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Tax Return) (i) in the case of Tax Returns prepared less frequently than on a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date quarterly basis, at least ten (10) Business Days prior to the filing due date (giving effect to any validly obtained extension thereof) and (ii) in the case of Tax Returns prepared on a quarterly or more frequent basis, at least five (5) Business Days prior to the due date thereof (giving effect to any validly obtained extension thereof). Seller shall pay to Purchasers the amount of Taxes shown as due on such Tax Returns that are Excluded Taxes within three (3) Business Days of the due date of such Tax Returns. (iiid) Each party hereto shallExcept to the extent required by applicable Law, Purchasers shall not, and shall cause its Subsidiaries and Affiliates not to, provide to each amend any Tax Return of any Trayport Company for any Pre-Closing Period or for any Straddle Period without the other parties hereto such cooperation and information as any consent of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of propertySeller, which such party may possess. Each party consent shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents not be unreasonably withheld, conditioned or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsdelayed. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file Seller will prepare or cause to be filed prepared all income Tax Returns for or with respect to the Company for all Pre-Closing Tax Periods that are filed after the Closing Date, including any amendments and carryback claims with respect to any such income Tax Returns. Seller shall include the income of the Company (federal, state, local or otherwiseincluding any deferred items taken into account pursuant to Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on the consolidated federal income Tax Returns of Holdings for all periods through the Closing Date and pay any Acquired Party for federal income Taxes attributable to such income. For all taxable periods that end ending on or before the Funding and Consummation Closing Date, Seller shall cause the Company to (a) join in Seller’s consolidated or combined state and shall permit TCI federal income Tax Returns and (b) to review all file separate company income Tax Returns in state and local jurisdictions that require Seller to file such returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Seller will permit Purchaser to review and comment on each such income Tax Return described in the first sentence of this Section 11.1 prior to filing, provided that, with respect to any such filingsTax Return that is filed on a combined or consolidated basis, Seller will only be required to provide Purchaser with a copy of the portions of such Tax Return that directly relate to the Company. Unless After such review, Seller will submit such income Tax Returns (other than any combined or consolidated income Tax Return) to the Company is a C corporation, the Stockholders shall pay for filing. Neither Purchaser nor Seller will amend or cause to be paid all amended any such income Tax liabilities (Return in excess of all amounts already paid with respect thereto any way that relates to or properly accrued or reserved with respect thereto on affects the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file without the written consent of the other Party. Purchaser will prepare or cause to be filed prepared all separate Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant than income Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject Company for Pre-Closing Tax Periods and Straddle Periods that are due after the Closing Date. Purchaser will permit Seller to gain, if any, recognized review and comment on each such Tax Return described in the receipt preceding sentence prior to filing. Purchaser will not amend or cause to be amended any such Tax Return without the written consent of cash or other property under Section 351(b) of the CodeSeller.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders Stockholder shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI Home to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Stockholder shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Home shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI Home and each Stockholder shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (a) Seller shall timely prepare and file or shall cause to be timely prepared and filed (i) The Companyany combined, if possibleconsolidated or unitary Tax Return that includes Seller or any of its Affiliates, and (ii) any Tax Return of the Acquired Companies for any Pre-Closing Tax Period, which Tax Returns shall be prepared in a manner consistent with past practices of the Acquired Companies. Purchaser shall not amend or otherwise revoke such Tax Returns (or any notification or election relating thereto). (b) Purchaser shall, except to the Stockholders shall extent that such Tax Returns are the responsibility of Seller under Section 14.2(a), timely prepare and file or shall cause to be timely prepared and filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto Acquired Companies. For any Straddle Period Tax Return of the Acquired Companies that is the responsibility of Purchaser under this Section 14.2(b), Purchaser shall, and shall cause its Subsidiaries and Affiliates to, provide to each prepare such Tax Return in a manner consistent with past practices of the other parties hereto Acquired Companies and Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld) a copy of such cooperation and information as any proposed Tax Return (accompanied, in the case of them reasonably may request in filing any a Straddle Period Tax Return, amended 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) at least twenty days prior to the due date (giving effect to any validly obtained extensions) thereof. Purchaser shall reflect in good faith any reasonable comments received from Seller within ten days following Seller's receipt of such Tax Return. Purchaser shall not amend or revoke any Straddle Period Tax Return (or claim any notification or election relating thereto) without the prior consent of Seller, which consent shall not be unreasonably withheld. Purchaser shall promptly reimburse Seller for refund, determining a liability for Taxes or a right to refund any actual overpayment of Taxes or in conducting any audit or other proceeding in with respect to a Pre-Closing Tax Period, including by reason of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation payment of any documents estimated Taxes by Seller or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsits Affiliates. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders Seller shall file or cause to be filed all income Tax Returns (federalof, stateor that include, local or otherwise) of any Acquired Party the Company for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filingsPre-Closing Periods. Unless the Company is a C corporation, the Stockholders Seller shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Tax Returns to be due. In particular, Seller will include the income of the Company for all Pre-Closing Periods on the consolidated federal income Tax Returns of Seller and pay any federal income Taxes attributable to such income. The Company will furnish Tax information to Seller for inclusion in the consolidated federal income Tax Return of Seller for the period that includes the Closing Date in accordance with the past customs and practice of the Company. Seller will allow Buyer an opportunity to review and comment upon such Tax Returns (including any amended Tax Returns) to the extent that they relate to the Company and shall make such revisions to such Tax Returns as are reasonably requested by Buyer. (iib) TCI Buyer shall file or cause to be filed all separate Tax Returns of, or that include, any Acquired Party the Company for all taxable Taxable periods ending on or after the Funding Closing Date. With respect to any Tax Return of the Company for a Taxable period that begins on or before the Closing Date and Consummation ends after the Closing Date, and Buyer shall permit the Stockholders a reasonable allow Seller an opportunity to review all and comment upon such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by 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 Pre-Closing Period. For purposes of this SECTION 8.2, in the case of any Taxes that are imposed on a periodic basis and are payable for periods a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the Pre-Closing Period 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 and including the Funding Closing Date and Consummation Date prior 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 filing thereof. (iii) Each party hereto shall, 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 cause its Subsidiaries and Affiliates to, provide be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to each give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to Company. Any refund of Taxes (including any interest thereon) that relates to the Company and that is attributable to a Post-Closing Period, shall be the property of the Company and shall be retained by the Company (or, if applicable, promptly paid by Seller to the Company if any such refund is received by Seller or any of its subsidiaries or affiliates). If after the Closing Date, the Company receives a refund of any Tax (including any interest thereon) that relates to, and that was previously paid by or on behalf of the Company and that is attributable to a Pre-Closing Period and such Tax is not described in conducting any audit the previous sentence, then the Company shall promptly pay or other proceeding in respect cause to be paid to the Seller the amount of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, such refund together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis any interest thereon. Any refund of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of Taxes (including any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (ivinterest thereon) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized that includes but does not end on the receipt of cash or other property under Section 351(b) of Closing Date shall be allocated between the CodePre-Closing Period and the Post-Closing Period in accordance with SECTION 8.2(b).

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on at or before the Funding and Consummation DateEffective Time, and which Returns as to the taxable periods that end at or before the Effective Time shall permit TCI be acceptable to review all such Tax Returns prior to such filingsthe STOCKHOLDERS in their reasonable judgment. Unless Notwithstanding the Company is a C corporationforegoing, the Stockholders STOCKHOLDERS shall file or cause to be filed all separate federal income tax returns (and any state and local tax returns filed on the basis similar to that of S corporations under federal income tax rules) of COMPANY or any Acquired Party for all taxable periods that end at or before the Effective Time. Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Combined Financial Statements) shown by such Returns returns to be due. (ii) TCI MARINEMAX shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofEffective Time. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities any taxing authority and relevant records concerning the ownership and Tax tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (a) Diageo shall file or cause to be filed (i) The Companyany combined, if possibleconsolidated or unitary Return that includes Diageo, the Pillsbury Stockholder or otherwise any Continuing Affiliate and (ii) any other Return of any of the Stockholders Business Entities for any taxable period that ends on or before the Closing Date. All such Returns shall be filed in a manner consistent with past practice, shall not include any change in any method of accounting and shall not include any Tax election that is inconsistent with past practice (except for the 338 Elections). Diageo shall, reasonably promptly after the filing of a Return described in clause (i) or (ii) above, provide General Mills a copy of such Return (or a copy of a pro forma separate Return ▇▇ ▇he case of a Return described in clause (i)). Diageo shall remit to the relevant Taxing Authority all Taxes shown by such Returns to be due. General Mills shall cause the Business Entities to furnish information to Dia▇▇▇ ▇n connection with any such Return, at Diageo's expense, in accordance with the past procedures, customs and practices of Diageo. (b) Except to the extent set forth in Section 7.7(a), General Mills shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, ▇▇▇ of the Business Entities. (c) With respect to any Acquired Party Return of any of the Business Entities for all a taxable periods ending period that, with respect to such Business Entity, begins on or before and ends after the Funding Closing Date (such a Return, a "Straddle Period Return" and Consummation Datesuch a taxable period, and a "Straddle Period"), General Mills shall permit the Stockholders deliver a reasonable opportunity copy of such Return to review all such Returns for periods including the Funding and Consummation Date Diageo at least 40 Busin▇▇▇ ▇ays prior to the due date (giving effect to any extension thereof), accompanied by an allocation between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Return. Such Return and allocation shall be final and binding on Diageo, unless, within 10 Business Days after the date of receipt by Diageo of such Return and allocation, Diageo delivers to General Mills a written request for changes to such Return or allocation. If ▇▇▇▇▇o delivers such a request, then General Mills and Diageo shall undertake in good faith to resolve the issues ▇▇▇▇▇d in such request prior to the due date (including any extension thereof) for filing thereofsuch Return. If General Mills and Diageo are unable to resolve any issue within 10 Business D▇▇▇ ▇rom the date of receipt by General Mills of the request for changes, then Diageo and General Mills joint▇▇ ▇▇all engage the Neutral Auditors to determine the corr▇▇▇ ▇reatment of the item or items in dispute. Each of Diageo and General Mills shall bear and pay one-half of the fees and other costs charged ▇▇ ▇he Neutral Auditors. The determination of the Neutral Auditors shall be final and binding on the parties hereto. (iiid) Each party hereto shallIn the case of each Straddle Period Return, and not later than two Business Days before the due date (including any extension thereof) for payment of Taxes with respect to such Return, Diageo shall cause its Subsidiaries and Affiliates to, provide pay to each General Mills or the relevant Business Entity the portion of the other parties hereto Taxes in con▇▇▇▇▇on with such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns Diageo is responsible pursuant to this Agreement shall bear all costs of filing such ReturnsSection 7.3. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Subsequent to the approval of Jeff Fatica on behalf of the Stockholders, the Company, if possiblep▇▇▇▇▇▇▇, or ▇▇ otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and . Pentacon shall permit TCI be given the opportunity to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due, subject to the provisions of 7.3(iii). (ii) TCI Pentacon shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies copies, at the expense of the requesting party, of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI Pentacon and each Stockholder shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, Shareholder shall prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed all federal and state income Tax Returns (federal, state, local or otherwise) of any Acquired Party returns for all taxable periods that end of the Company ending on or before prior to the Funding and Consummation Closing Date, and . Such Tax returns shall permit TCI be prepared on a basis consistent with past practice. Shareholder shall be responsible for the payment of all taxes attributable to review all such Tax Returns prior to such filingsreturns. Unless the Company is a C corporation, the Stockholders Buyer shall pay prepare or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall prepared and file or cause to be filed all separate Returns of, or that include, any Acquired Party Tax returns of the Company for all taxable periods ending which begin before the Closing Date and end after the Funding Closing Date. The Buyer shall be responsible for the payment of all amounts due on such Tax returns. Shareholder shall pay Buyer within thirty (30) 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 set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and Consummation file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 permit be taken into account as though the Stockholders relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable opportunity manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to review all such Returns the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section. (b) The Shareholder shall have responsibility for periods including the Funding and Consummation Date conduct of any audit of the Company for any taxable period ending on or prior to the filing thereofClosing Date; PROVIDED, HOWEVER, that in the event that the Shareholder receives notice of a claim from the IRS or any other taxing authority the Shareholder shall promptly, but in any event within five (5) business days, notify Buyer of such claim and of any action taken or proposed to be taken. In the event Buyer wishes to participate in such audit it may do so at its own cost and expense. Notwithstanding any indication in this Agreement to the contrary, the Shareholder shall not agree to an adjustment in a federal or state income tax audit, appeals procedure or judicial proceeding that will adversely impact the Company in tax periods after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (iiic) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each All tax attributes of the other parties hereto such cooperation and information Company as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available Closing Date computed on a mutually convenient separate company basis at its cost to provide explanation of any documents or information so provided. Subject to shall remain with the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsCompany after the Closing. (ivd) Each of Unless provided for in the Final Balance Sheet, any Tax refunds, that are received by Buyer or Company, Newcoand any amounts credited against Tax to which Buyer or Company become entitled, TCI and each Stockholder that relate to tax periods or portions thereof ending on or before the Closing Date shall comply with be for the Tax reporting requirements account of Section 1.351-3 Shareholder, without setoff, counterclaim, or right of the Treasury Regulations promulgated under the Coderecoupment, and treat Buyer shall pay over to Shareholder any such refund or the transaction as a tax-free contribution under Section 351(aamount of any such credit within fifteen (15) of the Code subject to gain, if any, recognized on the days after receipt of cash or other property under Section 351(b) of the Codeentitlement thereto.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all separate Federal income Tax Returns (federal, state, and any state and local or otherwiseTax Returns filed on the basis similar to that of S corporations under Federal income Tax rules) of any Acquired Party Company for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each Stockholder shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Purchaser shall file or cause to be filed all separate Returns of, or that include, any Acquired Party Company for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (a) The Unitholders' Representative and its agents shall be entitled to prepare the IRS Form 1065 (and any similar or analogous U.S. state or local partnership income Tax Return) of the Company for any Tax period ending on or before the Closing Date that is due after the Closing Date. If the Unitholders' Representative elects to prepare such a Tax Return, then it shall prepare such Tax Return consistent with past practice (unless otherwise required by Applicable Law) and, not later than thirty (30) days prior to the due date for filing of such Tax Return, deliver a draft of such Tax Return, together with all supporting documentation and work papers, to the Parent for its reasonable review and comment, and Unitholders' Representative shall incorporate any reasonable comments received from Parent. With respect to all other Tax Returns of the Company Entities due after the Closing Date relating to a Pre-Closing Period or Straddle Period (for the avoidance of doubt, including those Tax Returns that Unitholders' Representative does not elect to prepare pursuant to the preceding two sentences), Parent shall cause the Surviving Entity to prepare consistent with past practice (unless otherwise required by Applicable Law) and deliver a copy of any such Tax Return, together with all supporting documentation and work papers, to the Unitholders' Representative and its agents for their reasonable review and comment promptly (in the case of an income Tax Return, not later than thirty (30) days prior to the due date for filing of such Tax Return), and Parent shall incorporate any reasonable comments received from Unitholders' Representative. Parent shall cause the Surviving Entity to (a) cause any Tax Returns prepared pursuant to this Section 12.2(a) to be timely filed as prepared, (b) provide a copy of such filed Tax Return to the Unitholders' Representative and its agents, and (c) promptly provide each Unitholder with any information required to be provided under Applicable Law in a manner and timing consistent with past practice (including, but not limited to, an IRS Form K-1 and any similar form under U.S. state or local or non-U.S. Applicable Law). Swan Sponsor shall pay to Parent an amount equal to the portion of any Taxes reflected on such Tax Returns that are its responsibility pursuant to Section 12.1 no later than the due date of the Tax Return. (b) The Parties and their respective Affiliates shall make reasonable efforts to cooperate fully as and to the extent reasonably requested by the other Parties (including the Unitholders' Representative) in connection with the filing of Tax Returns and any Tax proceeding. Such cooperation shall include the retention and (upon the other Party's request) the provision of records, work papers and information which are reasonably relevant to any such Tax Return or Tax proceeding and explanation of any material provided hereunder. (c) Unless required by applicable Law or except as set forth below, (i) The Companyno amended Tax Return with respect to a Pre-Closing Period or Straddle Period shall be filed by or on behalf of a Company Entity without consent of Swan Sponsor (which consent shall not be unreasonably withheld or delayed) if such amended Tax Return or settlement would increase the liability of Swan Sponsor with respect to Taxes, if possibleand (ii) no amended IRS Form 1065 (or any similar or analogous U.S. state or local partnership income Tax Return) of the Company for any Tax period ending on or before the Closing Date shall be filed by or on behalf of a Company Entity without consent of Swan Sponsor. Notwithstanding the above, or otherwise the Stockholders shall Parent may file or cause to be filed all income an amended Tax Returns Return (federalother than a Return described in Section 12.2(c)(ii) above) even if not required by applicable Law without the consent of Swan Sponsor, state, local or otherwise) of provided that any Acquired Party for all taxable periods additional Taxes resulting therefrom will not be deemed to constitute Taxes that end on or before the Funding and Consummation Date, and shall permit TCI give rise to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsSwan Sponsor. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders Stockholder shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI Pentacon to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Stockholder shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Pentacon shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies copies, at the expense of the requesting party, of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI Pentacon and each Stockholder shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause provide to be filed all income Tax Returns (federalthe Parent, stateprior to the filing thereof, local or otherwise) drafts of any Acquired Party Tax Return for all taxable periods the Company that end are due on or before prior to the Funding and Consummation DateMerger I Effective Time, and shall discuss with the Parent the contents thereof. The Stockholders shall permit TCI the Parent to review all and comment on each such Return prior to filing. No position shall be taken in any such Tax Return that is inconsistent with the past practice of the Company without the Parent’s written consent. The Company shall make such revisions to such Tax Returns prior to such filings. Unless as are reasonably requested by the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueParent. (ii) TCI The Parent or the Company shall file prepare, or cause to be filed all separate Returns ofprepared, and file, or cause to be filed, all Tax Returns of the Company for Pre-Closing Tax Periods that include, any Acquired Party for all taxable periods ending are filed after the Funding Merger I Effective Time. The Parent shall permit a representative of the Stockholders to review and Consummation Datecomment on each such Tax Return prior to filing. The Stockholder shall pay to the Parent, within fifteen (15) days following any demand by the Parent, with respect to such Tax Return, an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Merger I Effective Time (as determined pursuant to Section 9.04 hereof), except to the extent that such Taxes are both (i) reflected in the reserve for liability with respect to Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Final Closing Balance Sheet (rather than in any notes therein), and shall permit (ii) included in the Stockholders a reasonable opportunity to review all such Returns for periods including calculation of the Funding and Consummation Date prior to the filing thereofMerger Consideration. (iii) Each party hereto shallThe Parent and the Stockholders agree that they intend that, and shall cause its Subsidiaries and Affiliates to, provide to each as a result of the other parties hereto such cooperation Purchase, the taxable year for federal and information as any of them reasonably may request state (in filing any Return, amended Return those states that conform to federal treatment or claim otherwise provide for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each termination of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 taxable year at such time) income tax purposes of the Treasury Regulations promulgated under Company will terminate at the Code, and treat the transaction as a tax-free contribution under Section 351(a) close of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the CodeMerger I Effective Time.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders Shareholders shall file or cause to be filed prepare all income Tax Returns (federal, state, local or otherwise) of any Acquired Party returns for all taxable periods that end of the Company ending on or before prior to the Funding and Consummation Closing Date, including without limitation all Tax returns for the S Short Year. Such Tax returns shall be prepared on a basis consistent with past practice. In the event of a disagreement between FYI and shall permit TCI to review all the Surviving Corporation and the Shareholders over the calculation of taxable income for such Tax Returns prior to such filings. Unless the Company is a C corporationreturns, the Stockholders Shareholders shall pay or cause be required to obtain and produce an opinion letter from one of the accounting firms commonly referred to within the United States as the "big six" concluding that the treatment of the specific item at issue should more likely than not be paid all Tax liabilities (in excess sustained upon examination by the Internal Revenue Service. FYI and the Surviving Corporation shall be responsible for the payment of all amounts already paid with respect thereto or properly accrued or (other than income Taxes) due on such Tax returns to the extent they were reserved with respect thereto for on the Company Financial Statements) shown by . FYI and the Surviving Corporation shall cooperate with the Shareholders in the filing of such Returns to Tax returns. FYI and the Surviving Corporation shall be due. (ii) TCI shall file or cause to be filed responsible for the preparation of all separate Returns of, or that include, any Acquired Party Tax returns of the Company for all taxable periods ending after the Funding and Consummation Closing Date, including without limitation all Tax returns for the C Short Year. FYI and the Surviving Corporation shall permit be responsible for the Stockholders a reasonable opportunity to review payment of all amounts due on such Returns Tax returns. The Shareholders shall cooperate in the preparation of such Tax returns. (b) The Shareholders shall have responsibility for periods including the Funding and Consummation Date conduct of any audit of the Company of any taxable period ending on or prior to the filing thereofClosing Date; provided, however, that in the event that the Shareholders receive notice of a claim from the Internal Revenue Service or any other taxing authority the Shareholders shall promptly, but in any event within five (5) business days, notify FYI and the Surviving Corporation of such claim and of any action taken or proposed to be taken. In the event FYI and the Surviving Corporation wish to participate in such audit they may do so at their own cost and expense. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (ivc) Each of the Company, Newco, TCI FYI and each Stockholder the Shareholders shall comply with the Tax tax reporting requirements of Section 1.3511.368-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as a tax-free contribution reorganization under Section 351(a368(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codeunless otherwise required by law.

Preparation and Filing of Tax Returns. (ia) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders The STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due. (iib) TCI CTS shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (ivd) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CTS and each Stockholder the STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-tax free contribution transfer of property under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise Seller shall prepare and timely file (including extensions) in proper form with the Stockholders shall file or cause to be filed appropriate Taxing Authority all income Tax Returns (federal, state, local of the Company or otherwise) of any Acquired Party which include or relate to the Company for all taxable periods that end Pre-Closing Tax Periods ending on or before the Funding Closing Date (“Pre-Closing Returns”). Seller shall timely pay or shall cause to be timely paid any and Consummation Date, and shall permit TCI all Taxes due with respect to review all such Tax Returns prior allocable to Seller under Section 5.7(g). Seller and its Affiliates shall have the exclusive authority and obligation to prepare all Pre-Closing Returns. Such authority shall include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company shall be reported or disclosed in such Tax Returns; provided, however, that (i) such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices with respect to such filings. Unless items, unless otherwise required by Law and (ii) Seller shall not file, or cause the Company is a C corporationto file, the Stockholders shall pay or cause to be paid all any amended Tax liabilities (in excess Return of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duewithout Purchaser’s prior written consent. (ii) TCI Purchaser shall prepare and file in proper form with the appropriate Taxing Authority or shall cause the Company to prepare and file in proper form with the appropriate Taxing Authority, and in each case consistent with past practices, all Tax Returns of or which include the Company for Tax Periods for which Seller is not responsible pursuant to Section 5.7(b)(i) and shall pay or shall cause to be filed paid any and all separate Taxes with respect to such Tax Returns of, or that include, are allocable to Purchaser under Section 5.7(g). If any Acquired Party for all taxable periods ending after portion of the Funding and Consummation DateTaxes due with respect to such Tax Returns is allocable to Seller, and Seller is liable for such Taxes, under Section 5.7(g), Purchaser shall permit provide Seller with written notice of the Stockholders a reasonable opportunity amount as promptly as reasonably practicable (and in any event, to review all such Returns for periods including the Funding and Consummation Date extent reasonably practicable, at least thirty (30) calendar days prior to the filing thereofdate on which the relevant Tax Return is required to be filed by Purchaser or payment of such Taxes is otherwise due) and Seller shall pay such amount to Purchaser as promptly as reasonably practicable (and in any event, to the extent reasonably practicable, no later than five (5) business days before such Taxes are due and payable). For sixty (60) calendar days after Closing, the requirements of the preceding sentence shall be applied in a manner that reasonably and in good faith reflects Purchaser’s ability to assume the administrative responsibilities described in the preceding two sentences. (iii) Each party hereto shallFor purposes of this Agreement, (A) the term “Pre-Closing Tax Period” means a Tax period or portion thereof that ends on or prior to the Closing Date; if a Tax period begins on or prior to the Closing Date and shall cause its Subsidiaries and Affiliates toends after the Closing Date, provide to each then the portion of the other parties hereto such cooperation Tax period that ends on and information as includes the Closing Date shall constitute a Pre-Closing Tax Period; (B) the term “Post-Closing Tax Period” means any of them reasonably may request in filing any Return, amended Return Tax period that begins after the Closing Date; if a Tax period begins on or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject prior to the preceding sentenceClosing Date and ends after the Closing Date, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each then the portion of the Company, Newco, TCI Tax period that begins immediately after the Closing Date shall constitute a Post-Closing Tax Period; and each Stockholder shall comply with (C) the term “Straddle Tax reporting requirements of Section 1.351-3 of Period” means any Tax period that begins before the Treasury Regulations promulgated under Closing Date and ends after the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all separate Federal income Tax Returns (federal, state, and any state and local or otherwiseTax Returns filed on the basis similar to that of S corporations under Federal income Tax rules) of any Acquired Party Company for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each Stockholder shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI Parent shall file or cause to be filed all separate Returns of, or that include, any Acquired Party Company for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanySubject to the provisions of Section 9.2(e), if possibleSellers shall cause each of the Acquired Companies to prepare or cause to be prepared in a manner consistent with past practice (but only to the extent such past practices will not, in the reasonable judgment of Sellers, cause Sellers or otherwise the Stockholders shall Acquired Companies to incur any additions to Taxes or penalties) and Requirements of Law and file or cause to be filed on a timely basis all income (i) Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods years that end on or before the Funding Closing Date and Consummation Date(ii) consolidated, unitary, combined or similar Tax Returns (the “Consolidated Tax Returns”) that include the Acquired Companies and the relevant Seller or any Affiliate of such Seller no matter when such taxable years end, and Sellers shall permit TCI pay all income Taxes payable under such Tax Returns; provided, however, that Sellers shall not be required to review all pay any Taxes shown on such Tax Returns prior to the extent that any such filings. Unless Taxes are not income Taxes, such Tax amounts are reflected on the Company is a C corporationFinal Closing Date Balance Sheet and such Tax amounts are taken into account in the calculation of Adjusted Book Value, in which case such amount of Taxes shall be paid by the Stockholders Acquired Companies and shall pay not be subject to the indemnity provided in Section 9.1(a). (b) Except as provided in Section 9.2(a), Buyer shall prepare or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall prepared and file or cause to be filed (at the expense of the Acquired Companies) on a timely basis all other Tax Returns with respect to the Acquired Companies and, subject to Sellers’ indemnity for Taxes as provided in Section 9.1(a), pay all Taxes reported as due on such Tax Returns. (c) With respect to any Tax Return required to be filed or caused to be filed by Sellers or Buyer pursuant to Section 9.2(a) or Section 9.2(b) with respect to the Acquired Companies (such Party, the “Filing Party”) and as to which an amount of Tax is allocable to the Party that is not the Filing Party (the “Tax Indemnifying Party”) pursuant to Section 9.1(a) or 9.1(b), the Filing Party shall provide the Tax Indemnifying Party and its authorized representatives with a copy of such completed Tax Return or, in the case of a Consolidated Tax Return, a pro forma Tax Return for each of the relevant Acquired Companies (prepared on a separate Returns ofcompany basis) and a statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return that is allocable to such Tax Indemnifying Party, together with appropriate supporting information and schedules at least thirty (30) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return or that includeConsolidated Tax Return, any Acquired Party for all taxable periods ending after as the Funding and Consummation Datecase may be, and such Tax Indemnifying Party and its authorized representatives shall permit have the Stockholders a reasonable opportunity right to review all and comment on such Returns for periods including Tax Return and statement, as the Funding and Consummation Date case may be, prior to the filing thereofof such Tax Return and shall provide to the Filing Party written notice of any objections it has with respect to such Tax Returns (a “Tax Dispute”) no later than fifteen (15) Business Days prior to the date when such Tax Return must be filed. In the event of any such objections, the Parties shall in good faith attempt to resolve such dispute for a period of five (5) Business Days; provided, however, that if such dispute is not settled by such date (the “Tax Dispute Date”) the Parties shall submit all such disputed matters to an independent and mutually selected nationally recognized accounting firm or law firm (the “Tax Referee”) within five (5) days after the Tax Dispute Date. The decision by the Tax Referee shall be final and binding on the Parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to the Tax Referee shall be paid equally by each Party. If the Tax Referee has failed to render a decision by the date that is three (3) days prior to the date on which the disputed Tax Return must be filed, then such Tax Return shall be filed in the manner consistent with the Tax Indemnifying Party’s position; provided, however, that if the Tax Referee renders a final decision that differs from the position advocated by the Tax Indemnifying Party, such Tax Returns shall be amended to reflect the final determination reached by the Tax Referee and the Tax Indemnifying Party shall reimburse the Filing Party for any additional Taxes that the Tax Indemnifying Party is required to pay pursuant to Section 9.1. (iiid) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide Except with respect to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or a claim for refundindemnity made pursuant to Section 9.1(a)(iii) (which shall be made in accordance with Section 9.4(g)), determining a liability for Taxes or a right to refund payment of Taxes or in conducting any audit or other proceeding amounts due under this Article IX in respect of TaxesTaxes shall be made: (i) except to the extent that there is a Tax Dispute or that a matter relating to Taxes is being contested with a Taxing Authority, at least three (3) Business Days before the due date of the applicable estimated or final Tax Return required to be filed by the Filing Party that reports a Tax liability for which a Tax Indemnifying Party is liable pursuant to this Agreement; and (ii) with respect to a Tax Dispute or any matter relating to Taxes which is being contested with a Taxing Authority, within three (3) Business Days after the following: (A) an agreement between Sellers and Buyer that an indemnity amount is payable; (B) a Final Determination having been made by a Taxing Authority; (C) except in the case of a matter that is being contested or will be contested with a Taxing Authority, an assessment of a Tax by a Taxing Authority; or (D) in the event of a Tax Dispute, a final determination by the Tax Referee. Such cooperation If liability under this Article IX is in respect of an expense relating to the contest of a Tax matter, payment of any amounts due under this Article IX shall be made as of the time when the payment of the corresponding Tax is due pursuant to the immediately preceding sentence. (e) In the event that personnel required to prepare any Tax Returns Sellers are required to cause to be prepared and information filed pursuant to Section 9.2(a)(i) remain in the employ of the Acquired Companies or become employees of Buyer or any Affiliate of Buyer after the Closing, Sellers may, at their sole option and at Sellers’ expense, which expense shall include providing copies be determined by reference to the reasonable compensation, computed on an hourly basis, paid to the personnel required to prepare such Tax Returns, request that such personnel prepare such Tax Returns. Any such expense shall be paid by Sellers promptly upon request by Buyer or the affected Acquired Companies. Upon such event, Buyer shall prepare or cause to be prepared such Tax Returns on a timely basis and in a manner consistent with past practice (but only to the extent such past practices will not, in the reasonable judgment of all relevant portions Sellers, cause Sellers or the Acquired Companies to incur any additions to Taxes or penalties) and Requirements of relevant ReturnsLaw and shall provide to Sellers and Sellers’ authorized representatives such Tax Return, together with relevant accompanying appropriate supporting information and schedules at least twenty (20) days prior to the due date (including any extension thereof) for the filing of such Tax Return; provided, however, that Sellers must notify Buyer in writing at least sixty (60) days prior to the due date (including any extension thereof) for the filing of such Tax Return that they are exercising this option. Sellers and relevant work papers, relevant documents relating their authorized representatives shall have the right to rulings or other determinations modify any such Tax Return prior to the filing by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation Sellers of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsTax Return. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax separate Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial StatementsStatements and books and records) shown by such Returns to be due. (ii) TCI TSII shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the CompanyCOMPANY, Newco, TCI TSII and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution transfer to a controlled corporation under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i1) The CompanyParent shall include the income of the Company in the Parent’s federal consolidated income Tax Returns for all taxable periods or portions thereof ending on or before the Closing Date, if possible, shall prepare or otherwise cause to be prepared in a manner consistent with past practice (to the Stockholders shall extent such past practices could not in the reasonable judgment of the Parent cause the Parent or any Affiliate thereof to incur any additions to Taxes or penalties) and file or cause to be filed on a timely basis all income (i) Tax Returns (federal, state, local or otherwise) of any Acquired Party the Company for all taxable periods that end ending on or before the Funding Closing Date and Consummation Date(ii) consolidated, and shall permit TCI to review all such unitary, combined or similar Tax Returns prior to such filings. Unless (the “Consolidated Tax Returns”) that include the Company is a C corporationand the Parent or any Affiliate of the Parent; and subject to the Buyer’s indemnity for Taxes pursuant to this Section 9.3, the Stockholders Seller Parties shall pay or shall cause to be paid all Taxes attributable to such Tax liabilities (in excess of returns. The Buyer shall cause the Company to furnish all amounts already paid information reasonably requested by the Seller Parties with respect thereto or properly accrued or reserved with respect thereto on to the Company Financial Statements) shown by preparation of any such Returns to be dueTax returns. (ii2) TCI Except as provided in Section 9.3(a)(1), the Buyer shall prepare or cause to be prepared and file or cause to be filed on a timely basis all separate Income Tax Returns ofwith respect to the Company for taxable periods beginning after the Closing Date and the Buyer shall be responsible for filing all other Tax Returns of or relating to the Company to the extent such Tax Returns are required to be filed on a date after the Closing Date and shall (except as otherwise provided below) pay all Taxes attributable to such Tax Returns. At the Parent’s request and expense, the Buyer shall cooperate in filing one or that includemore amended returns or other requests for, and pursuant to Section 9.3(b) shall promptly pay over to the Parent, any Acquired refund of or credit for any Taxes attributable to the Pre-Closing Tax Period. (3) With respect to any Tax return required to be filed or caused to be filed by the Seller Parties or the Buyer pursuant to Section 9.3(a)(1) or Section 9.3(a)(2) with respect to the Company (such Party the “Filing Party”) and as to which an amount of Tax is allocable to the Party that is not the Filing Party (the “Tax Indemnifying Party”), the Filing Party shall provide the Tax Indemnifying Party and its authorized representatives with a copy of such completed Tax Return or in the case of a Consolidated Tax Return, a pro forma Tax Return for all taxable periods ending after the Funding Company (prepared on a separate company basis) and Consummation Datea statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return that is allocable to such Tax Indemnifying Party, together with appropriate supporting information and schedules at least fifteen (15) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return or Consolidated Tax Return (as the case may be), and such Tax Indemnifying Party and its authorized representatives shall permit have the Stockholders a reasonable opportunity right to review all and comment on such Returns for periods including Tax Return (as the Funding case may be) and Consummation Date statement prior to the filing thereofof such Tax return. (iii4) Each party hereto shall, and A Tax Indemnifying Party shall cause its Subsidiaries and Affiliates to, provide pay the Filing Party the amount so allocated to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns it pursuant to this Agreement shall bear all costs of filing such Returns. Section 9.3 at least three (iv3) Each Business Days before the due date of the CompanyTax return required to be filed by the Filing Party or within twenty (20) Business Days following an agreement between the Seller Parties and the Buyer that an indemnity amount is payable by the other, Newcoor within fifteen (15) Business Days of (i) an assessment of a Tax by a taxing authority, TCI and each Stockholder shall comply with the Tax reporting requirements of or (ii) a “determination” as defined in Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a1313(a) of the Code subject to gain(or any similar provision of state or local law) has been made. If liability under this Section 9.3 is in respect of costs or expenses other than Taxes, if any, recognized on payment by the receipt Tax Indemnifying Party of cash or any amounts due under this Section 9.3 shall be made within ten (10) days after the date when the Tax Indemnifying Party has been notified by the Filing Party that the Tax Indemnifying Party has a liability for a determinable amount under this Section 9.3 and is provided with calculations and all other property under Section 351(b) of the Codematerials supporting such liability.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, Seller will cause the Transferred Companies (at the expense of Seller) to prepare or otherwise the Stockholders shall cause to be prepared in a manner consistent with past practice and file or cause to be filed on a timely basis all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods years that end on or before the Funding Closing Date. With respect to any Tax Return for 2011 required to be filed or caused to be filed by Seller with respect to the Transferred Companies pursuant to this Section 8.2(a), Seller will (regardless of whether such Tax Return is required to be provided to Buyer pursuant to Section 8.2(c)) provide Buyer and Consummation Dateits authorized representatives with a copy of such completed Tax Return and a statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return, together with appropriate supporting information and schedules at least twenty (20) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and shall permit TCI Buyer and its authorized representatives will have the right to review all and comment on such Tax Returns prior to such filings. Unless Return in accordance with the Company is a C corporation, the Stockholders shall pay provisions of Section 8.2(c) below. (b) Buyer will prepare or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall prepared, and file or cause to be filed on a timely basis (i) all separate Tax Returns offor the Transferred Companies for all Straddle Periods, and (ii) all Tax Returns for the Transferred Companies for all post Closing tax years. Tax Returns for a Straddle Period will be prepared in a manner consistent with the Transferred Companies' past practices, except to the extent otherwise required by applicable Law. The liability for any Taxes set forth on a Straddle Period Tax Return will be determined in accordance with the provisions of Section 8.1 above. (c) With respect to any Tax Return required to be filed or caused to be filed by Seller, on the one hand, or Buyer, on the other hand, pursuant to Section 8.2(a) and Section 8.2(b) with respect to the Transferred Companies (such Party, the “Filing Party”) and as to which an amount of Tax is allocable to the Party that includeis not the Filing Party (the “Tax Indemnifying Party”) pursuant to Section 8.2(a) or Section 8.2(b), the Filing Party will provide the Tax Indemnifying Party and its authorized representatives with a copy of such completed Tax Return and a statement certifying and setting forth the calculation of the amount of Tax shown on such Tax Return that is allocable to such Tax Indemnifying Party, together with appropriate supporting information and schedules at least thirty (30) Business Days prior to the due date (including any Acquired Party extension thereof) for all taxable periods ending after the Funding and Consummation Datefiling of such Tax Return, and shall permit such Tax Indemnifying Party and its authorized representatives will have the Stockholders a reasonable opportunity right to review all and comment on such Returns for periods including the Funding and Consummation Date Tax Return, prior to the filing thereofof such Tax Return and will provide to the Filing Party written notice of any objections it has with respect to such Tax Returns (a “Tax Dispute”) no later than ten (10) Business Days prior to the date when such Tax Return must be filed. In the event of any such objections the relevant Parties will in good faith attempt to resolve such dispute for a period of five (5) Business Days following the date on which the Filing Party was notified of the Tax Dispute; provided, that if such dispute is not settled by such date (the “Tax Dispute Date”) the Parties will submit all such disputed matters to an independent and mutually selected nationally recognized accounting firm or law firm (the “Tax Referee”), within five (5) Business Days after the Tax Dispute Date. The decision by the Tax Referee will be final and binding on the Parties with respect to how any such Tax Return should be filed. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to the Tax Referee will be paid equally by each Party to such Tax Dispute. If the Tax Referee has failed to render a decision by the date that is three (3) days prior to the date on which the disputed Tax Return must be filed then such Tax Return will be filed in the manner consistent with the Tax Indemnifying Party's position; provided, however, that if the Tax Referee renders a final decision that differs from the position advocated by the Tax Indemnifying Party, such Tax Returns will be amended within a period not to exceed ninety (90) days after the Tax Referee's final decision to reflect the final determination reached by the Tax Referee and the Tax Indemnifying Party will reimburse the Filing Party for any additional Taxes that the Tax Indemnifying Party is required to pay pursuant to Section 8.1. (iiid) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each Payment of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding amounts due under this Article VIII in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents Taxes will be made: (i) except to the extent that there is a Tax Dispute or that a matter relating to rulings Taxes is being contested with a Taxing Authority, at least five (5) Business Days before the due date of the applicable estimated or other determinations by Taxing authorities and relevant records concerning the ownership and final Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party Return required to file Returns be filed by the Filing Party that reports a Tax liability for which a Tax Indemnifying Party is liable pursuant to this Agreement shall bear all costs Agreement; and (ii) with respect to a Tax Dispute or any matter relating to Taxes which are being contested with a Taxing Authority, within three (3) Business Days after the following: (A) an agreement between Seller, on the one hand, and Buyer, on the other hand, that an indemnity amount is payable; (B) a Final Determination having been made by a Taxing Authority; or (C) in the event of filing such Returns. (iv) Each a Tax Dispute, a final determination by the Tax Referee. If liability under this Article VIII is in respect of an expense relating to the contest of a Tax matter, payment of any amounts due under this Article VIII will be made as of the Company, Newco, TCI and each Stockholder shall comply with time when the Tax reporting requirements of Section 1.351-3 payment of the Treasury Regulations promulgated under corresponding Tax is due pursuant to the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codeimmediately preceding sentence.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party tax returns for all taxable periods that end on or before the Funding and Consummation Closing Date, but in each case only after LandCare has reviewed such filings and shall permit TCI to review all such Tax Returns prior to such filingsconsented thereto. Unless If the Company is a C an S corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess for all periods ending on or prior to the Closing Date, and, pursuant to Section 1377 of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto the Code, the Stockholders and LandCare shall elect to terminate the Company's tax year at the Closing Date and to end the Company's following tax year on the Company Financial Statementslast day of the Company's regular tax year. Such two years (including the short year) shown shall be treated as separate years for purposes of allocating the Company's income, gain, loss, deduction and credit. The Stockholder shall file the final S corporation return by such Returns to its due date, which will be due2 1/2 months after the Closing Date. (iib) TCI LandCare shall file or cause to be filed all separate Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any ReturnTax Returns, amended Return Tax Returns or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in with respect of to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanySeller shall prepare or cause to be prepared all required Tax Returns of the Company for any taxable period which ends on or before the Closing Date; provided, if possiblethat all such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made in a manner consistent with past practice. Before filing any Tax Return described in the preceding sentence, Seller shall provide Buyer for its review and comment a copy of such Tax Return at least forty-five (45) Business Days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) in the case of income Tax Returns and as soon as practicable in the case of all other Tax Returns. If Buyer agrees with such Tax Return, Seller shall pay to Buyer the amount of the Buyer Indemnified Parties indemnification prior to such Tax Return or otherwise the Stockholders due date for the filing of the related Tax Return. If, for any reason, Buyer does not agree with such Tax Return, Buyer shall notify Seller of its disagreement within twenty (20) Business Days of receiving a copy of the Tax Return. In the event that Seller and Buyer do not resolve such dispute within fifteen (15) Business Days thereafter, such dispute shall be settled pursuant to the provisions of Section 8.5. Buyer shall prepare or cause to be prepared and timely file or cause to be filed all required Tax Returns relating to the Company for taxable periods ending after the Closing Date; provided, that with respect to any Tax Returns for a Straddle Period, such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made in a manner consistent with past practice. Before filing any Tax Return with respect to any Straddle Period, Buyer shall provide Seller with a copy of such Tax Return for its review and comment at least forty-five (45) Business Days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) in the case of income Tax Returns (federaland as soon as practicable in the case of all other Tax Returns, stateaccompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Dateif any, and shall permit TCI pursuant to review all Section 8.1(a). If Seller agrees with such Tax Returns Return and Buyer’s calculation of its indemnification obligation, Seller shall pay to Buyer the amount of the Buyer Indemnified Parties indemnification prior to such filingsTax Return or the due date for the filing of the related Tax Return. Unless If, for any reason, Seller does not agree with such Tax Return or Buyer’s calculation of Seller’s indemnification obligation, Seller shall notify Buyer of its disagreement within twenty (20) Business Days of receiving a copy of the Company Tax Return and Buyer’s calculation. In the event that Seller and Buyer do not resolve such dispute within fifteen (15) Business Days thereafter, such dispute shall be settled pursuant to the provisions of Section 8.5. (b) With respect to Tax Returns that Seller is a C corporationrequired to prepare or cause to be prepared pursuant to Section 8.2(a), the Stockholders Seller shall pay or cause to be paid to Buyer when due and payable all Tax liabilities (in excess of all amounts already paid Taxes with respect thereto or properly accrued or reserved with respect thereto on to the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file for any taxable period ending on or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after before the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Closing Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of extent such Taxes exceed the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gainamount, if any, recognized on specifically accrued or specifically reserved for such Taxes in Net Working Capital. (c) With respect to Taxes for Straddle Periods, to the receipt extent that the sum of cash (i) payments, if any, made by Seller or the Company prior to the Closing Date to a Governmental Authority plus (ii) the amount of any liability for Taxes for Straddle Periods that are specifically accrued for such Taxes in Net Working Capital is greater than Seller’s allocable portion of such Straddle Period Taxes as determined pursuant to Section 8.1(c), Buyer shall pay to Seller the amount of such excess within ten (10) Business Days of filing such Straddle Period Tax Return. (d) With respect to a Tax (other property than for a Straddle Period) for which Seller has provided an indemnity under Section 351(b8.1(c), to the extent that the amount, if any, specifically accrued or reserved for any such Taxes in Net Working Capital exceeds the amount of such Taxes actually due and payable, Buyer shall pay Seller the amount of such excess within ten (10) Business Days of filing the CodeTax Return related to such Tax.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders Seller shall file prepare or cause to be filed prepared all income Tax Returns (federal, state, local or otherwise) of any Acquired Party the Companies for all periods ending on or prior to the Closing Date that are due after the Closing Date; provided, however, that if Seller fails to prepare any Tax Returns for Taxes for which Buyer Parties are indemnified under this Article VII within thirty (30) days following notice from any Buyer Party that such Tax Return should be prepared, the Buyer Party shall be entitled to prepare (or cause to be prepared) the Tax Returns with respect to such Taxes. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Companies except as otherwise required by Law. The preparing party shall deliver a copy of each such Tax Return to Buyer Parties and Seller at least 30 days prior to the due date (including extensions) for filing such Tax Return, and no such Tax Returns shall be filed without Buyer Parties’ prior written consent (not to be unreasonably withheld). Buyer Parties shall cause the Companies to timely file such Tax Returns and Seller shall pay or reimburse Buyer Parties for all Taxes due with respect to such Tax Returns, such payment or reimbursement to occur at least 5 days prior to the filing of such Tax Returns. (b) With respect to any Tax Return covering a taxable periods that end period beginning on or before the Funding Closing Date and Consummation Dateending after the Closing Date (a “Straddle Period Tax Return”) that is required to be filed after the Closing Date with respect to the Companies, Buyer Parties shall cause such Tax Return to be prepared in a manner consistent with practices followed in prior years, except as otherwise required by Law, shall cause to be included in such Tax Return all items of income, gain, loss, deduction or credit (“Tax Items”) required to be included therein, and at least 30 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Buyer Parties shall permit Seller to review and comment on such Tax Return. Buyer Parties shall cause the Companies or the relevant Company to timely file such Tax Return with the appropriate Taxing Authority, and shall permit TCI be responsible for the payment of all Taxes due with respect to review all the Post-Closing Tax Period covered by such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Return and Seller shall pay or cause to be paid reimburse Buyer Parties for all Tax liabilities (in excess of all amounts already paid Taxes due with respect thereto or properly accrued or reserved with respect thereto on to the Company Financial Statements) shown Pre-Closing Tax Period covered by such Returns Tax Return, such payment or reimbursement to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date occur at least 5 days prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (ivc) Each In the case of any Straddle Period: (i) real, personal and intangible property Taxes (“Property Taxes”) of the Company for the Pre Closing Tax Period shall equal the Property Taxes owed by each entity for such Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) Taxes of the Company, Newcoother than Property Taxes, TCI and each Stockholder for the Pre-Closing Tax Period shall comply with be computed as if the Tax reporting requirements of Section 1.351-3 entire Straddle Period ended as of the Treasury Regulations promulgated under close of business on the CodeClosing Date. (d) If, after the Closing Date, any Buyer Party or any of the Companies receives a refund or utilizes a credit of any Tax attributable to a Pre-Closing Tax Period, such Buyer Party shall pay to Seller within ten Business Days after such receipt an amount equal to such refund received or credit utilized (or so much of such refund or credit as relates to the portion of the taxable period ending on or before Closing Date), together with any interest received or credited thereon; provided, however, that the Seller shall be required to indemnify the Buyer Parties and the Companies for any Taxes subsequently determined to be owing with respect to any such refund or credit. Notwithstanding the foregoing, any such refund or credit shall be for the account of the applicable Buyer Party to the extent that such refund or credit is attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of any Company (or any of its Affiliates, including Buyer Parties). Any refund or credit of Taxes of any Company for any Post Closing Tax Period shall be for the account of the applicable Buyer Party. Any refund or credit of Taxes of any Company for any Straddle Period shall be equitably apportioned between the Seller on the one hand, and treat the transaction applicable Buyer Party on the other hand (as a tax-free contribution determined in accordance with Section 7.1(d)). Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 351(a7.1(e) to any refund or credit of Taxes any such refund within ten (10) days after such refund is received or reimburse such other party for any such credit within ten (10) days after the Code subject credit is allowed or applied against another Tax liability; provided, however, that any such amounts shall be net of any Tax cost or benefit to gain, if any, recognized on the payor party attributable to the receipt of cash or other property such refund and/or the payment of such amounts to the payee party. The parties shall treat any payments under Section 351(b) of this section as an adjustment to the CodePurchase Price, unless, and then only to the extent, otherwise required by a Final Determination.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise Philips shall prepare and timely file (including extensions) in proper form with the Stockholders shall file or cause to be filed appropriate Taxing Authority all income Tax Returns (federal, state, local of the Company or otherwise) of any Acquired Party a Company Subsidiary or which include or relate to the Company or the Company Subsidiaries for all taxable periods that end Pre-Closing Tax Periods ending on or before the Funding Closing Date. Philips shall timely pay or shall cause to be timely paid any and Consummation Date, and shall permit TCI all Taxes due with respect to review all such Tax Returns allocable to Philips under Section 6.9(b). Philips and its Affiliates shall have the exclusive authority and obligation to prepare all Tax Returns of the Company and the Company Subsidiaries or which include the Company or any Company Subsidiary described in the preceding sentence that are due with respect to any Pre-Closing Tax Period. Such authority shall include the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company and the Company Subsidiaries shall be reported or disclosed in such Tax Returns; provided, however, that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices with respect to such items, unless otherwise required by Law. Philips shall provide Newco drafts of such Tax Returns at least thirty (30) days prior to the due date for the filing of such filingsTax Returns (including extensions). Unless At least fifteen (15) days prior to the Company is a C corporationdue date for the filing of such Tax Returns (including extensions), the Stockholders Newco shall pay or cause notify Philips in writing of any objections to be paid all any items set forth on such draft Tax liabilities (Returns. Philips and Newco agree to consult and resolve in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by good faith any such Returns to be dueobjection. (ii) TCI Newco shall prepare and file in proper form with the appropriate Taxing Authority or shall cause the Company or one or more Company Subsidiaries to prepare and file in proper form with the appropriate Taxing Authority all Tax Returns of the Company or a Company Subsidiary or which include the Company or any Company Subsidiary for Tax Periods for which Philips is not responsible pursuant to Section 6.9(a)(i) and shall pay or shall cause to be filed paid any and all separate Taxes due with respect to such Tax Returns. If any portion of the Taxes due with respect to such Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Dateis allocable to Philips, and Philips is liable for such Taxes, under Section 6.9(b), Newco shall permit provide Philips with written notice of the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date amount at least thirty (30) days prior to the filing thereofdate on which the relevant Tax Return is required to be filed by Newco or payment of such Taxes is otherwise due, and Philips shall pay such amount to Newco no later than five Business Days before such Taxes are due and payable. For 60 days after Closing, the requirements of the preceding sentence shall be applied in a manner that reasonably and in good faith reflects Newco’s ability to assume the administrative responsibilities described in the preceding two sentences. (iii) Each party hereto shallFor purposes of this Agreement, (A) the term “Pre-Closing Tax Period” means a Tax period or portion thereof that ends on or prior to the Closing Date; if a Tax period begins on or prior to the Closing Date and shall cause its Subsidiaries and Affiliates toends after the Closing Date, provide to each then the portion of the other parties hereto such cooperation Tax period that ends on and information as includes the Closing Date shall constitute a Pre-Closing Tax Period, (B) the term “Post-Closing Tax Period” means any of them reasonably may request in filing any Return, amended Return Tax period that begins after the Closing Date; if a Tax period begins on or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject prior to the preceding sentenceClosing Date and ends after the Closing Date, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each then the portion of the Company, Newco, TCI Tax period that begins immediately after the Closing Date shall constitute a Post-Closing Tax Period and each Stockholder shall comply with (C) the term “Straddle Tax reporting requirements of Section 1.351-3 of Period” means any Tax period that begins before the Treasury Regulations promulgated under Closing Date and ends after the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party tax returns for all taxable periods that end on or before the Funding and Consummation Closing Date, but in each case only after LandCare has reviewed such filings and shall permit TCI to review all such Tax Returns prior to such filingsconsented thereto. Unless If the Company is a C an S corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of for all amounts already paid with respect thereto periods ending on or properly accrued or reserved with respect thereto on prior to the Company Financial Statements) shown by such Returns Closing Date, and, pursuant to be due.Section (iib) TCI LandCare shall file or cause to be filed all separate Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any ReturnTax Returns, amended Return Tax Returns or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in with respect of to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanySellers shall, if possibleat the Sellers’ expense, timely prepare and file, or otherwise the Stockholders shall file or cause to be filed timely prepared and filed, all income Pre-Closing Tax Returns Returns; provided that the Sellers shall provide a copy of such Pre-Closing Tax Return to Investor in a commercially reasonable period of time prior to the due date (federal, state, local or otherwiseincluding applicable extensions) of such Pre-Closing Tax Return, and the Sellers shall consider in good faith any Acquired Party suggested changes; provided, further, that if such Pre-Closing Tax Return would reasonably be expected to have the effect of (a) causing Investor to bear any Taxes due and owing on such Pre-Closing Tax Return (taking into account Section 9.1 hereof and the limitations in Section 9.4 hereof) or (b) materially increasing the Tax liability of Investor for all taxable periods that end on or before any tax period following the Funding and Consummation Closing Date, and the filing of such Pre-Closing Tax Return shall permit TCI be subject to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause Investor’s consent (not to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto unreasonably withheld, conditioned, or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duedelayed). (ii) TCI The Company shall file timely prepare and file, or shall cause to be filed timely prepared and filed, all separate other Tax Returns of(including any partnership return and applicable K-1s) of the Company and its Subsidiaries consistent with and subject to the applicable provisions of the A&R LLC Agreement addressing the preparation and filing of post-Closing Tax Returns; provided, or however that include, the Company shall provide a copy of any Acquired Party for all taxable periods ending after Straddle Tax Return to the Funding and Consummation Date, and shall permit the Stockholders Sellers a commercially reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date period of time prior to the due date (including applicable extensions) of such Straddle Tax Return, and Investor shall consider in good faith any suggested changes; provided, further, that the filing thereofof such Straddle Tax Return shall be subject to such Sellers’s consent (not to be unreasonably withheld, conditioned, or delayed). (iii) Each party hereto shall, and The Company shall cause its Subsidiaries and Affiliates to, provide to each have in effect an election under Section 754 of the other parties hereto such cooperation and information as Code for the taxable year that includes the Closing Date. Investor shall not make an election under Section 336 or 338 of the Code (or any comparable applicable provision of them reasonably may request in filing any Returnstate, amended Return local or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in non-U.S. Tax Law) with respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to transactions contemplated by this Agreement shall bear all costs of filing such ReturnsAgreement. (iv) Each Following the Closing, the Company and its Subsidiaries shall not (and the Investor shall not cause the Company or any Subsidiaries to): (a) amend any Pre-Closing Tax Return or Straddle Tax Return prepared and filed in accordance with Section 6.12(c)(i) or Section 6.12(c)(ii), or otherwise filed prior to the Closing Date, (b) make or change any Tax election or change any method of accounting that would have retroactive effect to any Pre-Closing Tax Period, or (c) except for Tax Returns prepared and filed in accordance with Section 6.12(c)(i) or Section 6.12(c)(ii), file any original Tax Returns of the CompanyCompany or its Subsidiaries (or otherwise initiate discussions or examinations with a Governmental Entity, Newcoother than pursuant to the VDA Procedures described in Section 6.12(h)) with respect to any Pre-Closing Tax Period, TCI and in each Stockholder shall comply with case, without the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the CodeSellers’ consent (not to be unreasonably withheld, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash conditioned or other property under Section 351(b) of the Codedelayed).

Preparation and Filing of Tax Returns. (i) The Company, if possible, Sellers Representative shall prepare or otherwise the Stockholders shall cause to be prepared and timely file or cause to be filed all Tax Returns for the Company that relate to (1) the Company’s Internal Revenue Service Form 1120S or (2) the Company’s state and local income Tax Returns (federal, state, that allocate the Company’s income or other Tax items of the Company to Sellers under state or local or otherwise) of any Acquired Party income Tax Law that conforms to Code Section 1366 for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Pre-Closing Tax Periods (each a “Seller Tax Return”). All Seller Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Company) except as required by Law. Sellers Representative shall deliver all Seller Tax Returns to Buyer as soon as practical after the preparation of such Seller Tax Return for its review and comment, but not less than thirty (30) days prior to the date on which such filingsSeller Tax Returns are due to be filed (taking into account any applicable extensions). Unless The Sellers Representative shall consider any such comments of the Buyer in good faith to the extent such comments could reasonably be expected to impact the Buyer or the Company is for a C corporation, taxable period beginning after the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueClosing Date. (ii) TCI Following the Closing, Buyer shall file timely prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed all separate Returns ofby the Company that are not Seller Tax Returns, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding Straddle Period Returns. With respect to any such Tax Return for a Pre-Closing Tax Period and Consummation Date any Straddle Period Returns, at least three (3) days prior to the filing due date thereof (taking into account any valid extensions thereof. ) Selling Members shall pay Buyer an amount equal to the Taxes owed by Selling Members as determined under Section 8.2(c) (iii) Each party hereto shallunless such Taxes were reflected as liabilities in the calculation of Final Working Capital Adjustment). Except with respect to Straddle Period Returns, and Buyer shall cause its Subsidiaries and Affiliates to, provide to each Sellers Representative with copies of the other parties hereto Tax Returns Buyer is responsible for preparing under this Section 8.2(b)(ii) for Sellers Representative’s review and approval at least thirty (30) days prior to the applicable filing due date (taking into account any valid extensions thereof). Following receipt thereof, the Sellers Representative shall have a period of ten (10) days to provide Buyer with a statement of any disputed items with respect to the Tax Returns listed in this paragraph. In the event Sellers Representative and Buyer are unable to reach agreement with respect to any disputed items within a period of five (5) days after Buyer’s receipt of such cooperation statement, all such disputed items shall be submitted to the Accounting Arbitrator for final resolution prior to the applicable filing due date in accordance with Section 8.2(h). Buyer shall deliver all Straddle Period Returns to Sellers Representative as soon as practicable after the preparation of such Straddle Period Return for its review and information as any of them reasonably may request in filing any Returncomment, amended Return or claim for refund, determining a liability for Taxes or a right but not less than thirty (30) days prior to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, date on which such party may possessStraddle Period Returns are due to be filed (taking into account any applicable extensions). Each party Buyer shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of consider any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each comments of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the CodeSellers Representative in good faith.

Preparation and Filing of Tax Returns. (ia) The CompanySeller shall prepare, if possiblewith respect to the Purchased Assets, and shall cause Pier 1 Bank to prepare or otherwise cause to be prepared, in a manner consistent with past practice (but only to the Stockholders extent such past practices shall not, in the reasonable judgment of Seller, cause Seller or Pier 1 Bank to incur any penalties or additional Taxes) and file or cause to be filed on a timely basis all income (i) Tax Returns (federal, state, local with respect to the Purchased Assets and the Business and Pier 1 Bank for taxable years or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding Closing Date and Consummation Date(ii) consolidated, and shall permit TCI to review all such unitary, combined or similar Tax Returns prior to (the “Consolidated Tax Returns”) that include Pier 1 Bank and Seller or any of their Affiliates no matter when such filings. Unless the Company is a C corporationtaxable years end. (b) Except as provided in Section 7.2(a) hereof, the Stockholders Purchaser shall pay prepare or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall prepared and file or cause to be filed (at the expense of Purchaser) on a timely basis all separate other Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior with respect to the filing thereof. (iii) Each party hereto shallBusiness, and shall cause its Subsidiaries and Affiliates toPier 1 Bank, provide the Purchased Assets and, subject to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability Seller’s indemnity for Taxes or a right to refund of as provided in Section 7.1(a) hereof, pay all Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and reported as due on such Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (ivc) Each With respect to any Tax Return required to be filed or caused to be filed by Seller or the Purchaser pursuant to Sections 7.2(a) and (b) hereof with respect to Pier 1 Bank (such party, the “Filing Party”) and as to which an amount of Tax is allocable to the party that is not Purchase and Sale Agreement — Page 33 the Filing Party (the “Tax Indemnifying Party”) pursuant to Section 7.1(a) or (b) hereof, the Filing Party shall provide the Tax Indemnifying Party and its authorized representatives with a copy of such completed Tax Return or in the case of a Consolidated Tax Return, a pro forma Tax Return for Pier 1 Bank (prepared on a separate company basis) and a statement certifying and setting forth the calculation of the Companyamount of Tax shown on such Tax Return that is allocable to such Tax Indemnifying Party, Newcotogether with appropriate supporting information and schedules at least thirty (30) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return or Consolidated Tax Return, TCI and each Stockholder shall comply with as the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Codecase may be, and treat such tax Indemnifying Party and its authorized representatives shall have the transaction as a tax-free contribution under Section 351(a) of the Code subject right to gain, if any, recognized review and comment on the receipt of cash or other property under Section 351(b) of the Codesuch Tax Return and statement.

Preparation and Filing of Tax Returns. (i) The CompanySeller, if possibleat Seller’s expense, shall prepare or otherwise the Stockholders shall cause to be prepared, and file or cause to be filed filed, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party Subsidiary or any Affiliated Group for all taxable Taxable periods of any Acquired Subsidiary that end on or before prior to the Funding Closing Date and Consummation Date, and shall permit TCI Purchaser will provide Seller with appropriate authorizations to review all file such returns. All such Tax Returns shall be prepared on a basis that is consistent with the manner in which Seller prepared or filed such Tax Returns for prior periods, except to the extent that Seller shall have received Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall be responsible for paying amounts due with respect to such filingsreturns, except to the extent accrued in Closing Working Capital. Unless the Company is a C corporationPurchaser, the Stockholders at Purchaser’s expense, shall pay or cause be responsible for preparing and filing all Tax Returns required to be paid all filed by or on behalf of any Acquired Subsidiary for Taxable periods ending after the Closing Date including Straddle Period Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueReturns. (ii) TCI shall file or cause With respect to any Tax Return required to be filed all separate Returns of, or that include, by Purchaser pursuant to subparagraph (i) above for a Straddle Period of any Acquired Party for Subsidiary, Purchaser shall provide Seller with copies of such completed Tax Return along with copies of all taxable periods ending after workpapers setting forth the Funding and Consummation Date, and shall permit amount of Tax shown on such Tax Return that is allocable to Seller (the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date “Statement”) at least 30 business days prior to the due date for the filing thereof. (iii) Each party hereto shallof such Tax Return provided that with respect to foreign Tax Returns, an accounting firm acceptable to both the Seller and Purchaser shall cause its Subsidiaries review such returns and Affiliates to, provide to each prepare the Statement. Not later than 29 business days after receiving the copy of the other parties hereto such cooperation return and information as any of them reasonably may request in filing any Returnworkpapers, amended Return or claim for refund, determining a liability for Taxes or a right Seller shall pay to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Purchaser an amount equal to the preceding sentence, each party required amount of the Taxes shown on the Statement that are allocable to file Returns Seller pursuant to this Agreement shall bear all costs of filing such ReturnsSection 9.2. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders Seller shall file prepare (or cause to be filed prepared) and file (or caused to be filed) on a timely basis (taking into account valid extensions of time to file) all Tax Returns of the Company and the Subsidiary that are due after the Closing Date for any tax period ending on or before the Closing Date. Such Tax Returns shall be true, correct and complete, shall be prepared on a basis consistent with the similar Tax Returns for the immediately preceding taxable period, subject to applicable Rules, and shall not make, amend, revoke or terminate any Tax election or change any accounting practice or procedure without the prior written consent of Buyer. With the exception of the U.S. federal income Tax Return for the consolidated group of which Parent is the parent, Seller shall give a copy of each such Tax Return to Buyer at least thirty (30) days prior to filing for their review and comment and Seller shall make such revisions to such Tax Returns as are reasonably requested by Buyer and acceptable to Seller, which acceptance shall not unreasonably be withheld, delayed or conditioned. Buyer shall cause the Company and the Subsidiary to cooperate in connection with the preparation and filing of such Tax Returns, to timely pay the Tax shown to be due thereon (federalsubject to indemnification from Seller pursuant to Section 7.1(c) above) and to furnish Seller proof of such payment. Unless otherwise required by applicable Rules, state, local Buyer shall not amend or otherwise) cause to be amended any Tax Return of any Acquired Party of the Company or the Subsidiary that was filed with respect to a Pre-Closing Tax Period without the written consent of Seller, which consent shall not unreasonably be withheld, delayed or conditioned. (b) Buyer shall prepare (or cause to be prepared) and file (or cause to be filed) on a timely basis (taking into account valid extensions of time to file) all Tax Returns of the Company and the Subsidiary for taxable periods ending after the Closing Date. (c) Parent and Seller, jointly and severally, shall be responsible for (i) any Taxes of the Company and the Subsidiary for all Pre-Closing Tax Periods and Tax Return preparation costs incurred by the Company and the Subsidiary with respect to Tax Returns for all taxable periods that end ending on or before the Funding Closing Date and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file with respect to Taxes for Straddle Periods, (x) in the case of sales or cause to be filed all separate Returns ofuse Taxes, value-added Taxes, employment or payroll Taxes, withholding Taxes, transfer Taxes and any Taxes based upon, or that includerelated to, any Acquired Party income, profits or receipts, the amount of Taxes which would be payable if the taxable year ended with the Closing; and (y) in the case of other Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the applicable Straddle Period. Buyer shall be responsible for costs and expenses incurred by the Company and the Subsidiary for preparation of the Tax Returns for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders PAYMENT OF TAXES. ▇▇▇▇▇ shall prepare and file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding due date therefor (taking into account properly and Consummation Datetimely granted extensions), and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause required to be filed by him with respect to all separate tax periods affected by the Note Termination Transactions. Without limiting the generality of the foregoing, ▇▇▇▇▇ shall file a federal income Tax Return for the period ending December 31, 2001 on or before the due date therefor, which shall include a completed Form 982 (Reduction of Tax Attributes Due to Discharge of Indebtedness (and Section 1082 Basis Adjustment)) setting forth the information called for therein with respect to the forgiveness of indebtedness accomplished pursuant to the Note Termination Agreement. It shall be ▇▇▇▇▇'▇ primary responsibility to complete his Tax Returns ofrequired to be so filed, or that includebut the Company will consult with and advise ▇▇▇▇▇ with respect to those portions of his Tax Returns which are impacted by the Note Termination Transactions. Prior to filing such Tax Returns, any Acquired Party for all taxable periods ending after ▇▇▇▇▇ will furnish the Funding Company with the portions thereof which are affected by the Note Termination Transactions and Consummation Date, give the Company the opportunity to make suggested revisions thereto. The indemnity and other obligations of the Company set forth in this Agreement are expressly made subject to ▇▇▇▇▇'▇ compliance with his obligations hereunder and shall permit be effective only insofar as ▇▇▇▇▇ complies with such obligations and files his Tax Returns which, insofar as they pertain to or are affected by the Stockholders a reasonable opportunity Note Termination Transactions, are in form and substance reasonably acceptable to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with any failure by ▇▇▇▇▇ in that regard will relieve the Tax reporting requirements Company of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codeits obligations hereunder.

Preparation and Filing of Tax Returns. 7.2.1. With respect to any Tax which is based on federal income, any Tax election relating thereto, and with respect to any Tax accounting method, for any Pre-Closing Period, Sellers, without the consent of Buyer, shall be entitled to file any amended Tax Return with respect to any Tax which Sellers deem appropriate, as determined in Sellers’ sole discretion, provided that no filing may change the status of any HPL Companies as disregarded entities for federal income tax purposes. For all other Taxes, either Buyer or Sellers, as appropriate, shall be entitled to file an amended Tax Return provided that: (i) The CompanyBuyer may not amend a Tax Return in such a manner that would cause Sellers to have any indemnification obligations under Section 7.1.1 hereof, if possibleand further provided that no filing may change the status of any HPL Companies as disregarded entities for federal income tax purposes for any Pre-Closing Period, and (ii) Sellers may not amend any Tax Return for a Tax not based on income without the consent of Buyer which consent shall not be unreasonably withheld. To the extent not made for previous tax years, Sellers agree to make a timely and valid 754 election for MidTexas Pipeline Company for the period ending December 31, 2004. Sellers shall prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for the HPL Companies for all taxable periods that end on or before the Funding and Consummation DatePre-Closing Periods, and shall permit TCI pay all Taxes due with respect to review all such Tax Returns prior except to the extent that the liability for such filingsTaxes is included as a liability in the computation of Net Working Capital. 7.2.2. Unless the Company is a C corporation, the Stockholders shall pay or cause Buyer and Sellers agree to provide such assistance as may reasonably be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown requested by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, other party in connection with the preparation of any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returnsexamination by any taxing authority, together with relevant accompanying schedules and relevant work papers, relevant documents or any judicial or administrative proceedings relating to rulings liability for Taxes, and any deadline imposed by this Agreement on Buyer or Sellers in connection with the preparation of any Tax Return, any audit or other determinations examination by Taxing authorities and relevant records concerning the ownership and Tax basis of propertyany taxing authority, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost or any judicial or administrative proceedings relating to provide explanation liability for Taxes will be extended as appropriate in light of any documents party’s failure to promptly make such assistance available, and each will retain and provide the requesting party with any records or information so providedwhich may be relevant to such return, audit or examination, proceedings or determination. Subject to the preceding sentence, each party required to file Returns Any information obtained pursuant to this Agreement shall bear all costs Section 7.2.2 or pursuant to any other Section hereof providing for the sharing of filing such Returns. (iv) Each information relating to or review of the Company, Newco, TCI and each Stockholder shall comply with the any Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash Return or other property under schedule relating to Taxes shall be kept confidential hereto in accordance with Section 351(b) of the Code8.2.

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (iA) The Company, if possible, are required to be filed (taking into account extensions) on or otherwise before the Stockholders Closing Date; or (B) are required to be filed (taking into account extensions) after the Closing Date and (1) are Consolidated Tax Returns of Pfizer and its Affiliates; (2) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (3) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all income other Tax Returns (federalrequired of the Conveyed Companies, state, local or otherwise) in respect of any Acquired Party for all taxable their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. Any such Tax Returns that include periods that end ending on or before the Funding and Consummation Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, and shall permit TCI to review all be prepared on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by Purchaser for a taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), Purchaser shall deliver to Pfizer, at least 15 Business Days prior to the due date for the filing of such filingsTax Return (taking into account extensions), a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 8.04(g)(i) and (iii) and a copy of such Tax Return. Unless Pfizer shall have the Company right to review such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is a C corporation, the Stockholders shall pay not obligated to prepare or cause to be paid all prepared the original such Tax liabilities (in excess Returns pursuant to this Section 8.04(a)(i) without the prior written consent of all amounts already paid Pfizer. Neither Purchaser nor any of its Affiliates may make an election under Section 338(g) of the Code with respect thereto to its purchase or properly accrued deemed purchase of any of the Conveyed Companies. If Pfizer determines that any of the Conveyed Companies is entitled to file or reserved make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file a period for which it is obligated to prepare or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after prepared the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all original such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement Section 8.04(a)(i), Pfizer shall bear all costs be entitled, at its own expense, to file or make such claim or file an amended Tax Return on behalf of filing such ReturnsConveyed Company and will be entitled to control the prosecution of such refund claims provided that any such claims are prosecuted in good faith. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanyExcept as may be required by Law, if possibleno amended Tax Return shall be filed, and no change in any Tax accounting method or Tax election shall be made by, on behalf of, or otherwise with respect to Lodi Gas and Lodi Development, for any Pre-Closing Period without the Stockholders consent of the Seller, which may be withheld in the Seller’s sole discretion. Seller shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for Lodi Gas and Lodi Development for all taxable periods that end on or before the Funding and Consummation DatePre-Closing Periods, and shall pay all Taxes due with respect to such Tax Returns. At least twenty (20) days prior to the due date (including any extensions) of such Tax Returns, Seller shall furnish a copy of such Tax Return to Buyer. Seller shall permit TCI Buyer to review all and comment on such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueReturns. (iib) TCI shall file or cause With respect to any Tax Return covering a Straddle Period that is required to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding Closing Date with respect to Lodi Gas and Consummation DateLodi Development, and Buyer shall permit the Stockholders a reasonable opportunity cause such Tax Return to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shallbe prepared, and shall cause its Subsidiaries to be included in such Tax Return all Tax items required to be included therein. Buyer shall prepare such Tax Return in a manner consistent with practices followed in prior years with respect to similar Tax Returns and Affiliates toin compliance with the Laws of each respective jurisdiction. At least twenty (20) days prior to the due date (including any extensions) of such Tax Return, provide Buyer shall furnish a copy of such Tax Return to each Seller. Buyer shall permit Seller to review and comment on such Tax Return and shall make such revisions to such Tax Return as reasonably requested by Seller. Buyer shall receive from Seller an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date (“Allocable Tax”) no later than the due date of the Tax Return but only to the extent that such amount has not been given effect in the calculation of any purchase price adjustment pursuant to Section 2.2. Buyer shall refund to Seller an amount equal to any Allocable Tax not properly allocable to Seller pursuant to the provisions of this Section 10.2(b), but only to the extent such amount has not been given effect in the calculation of any purchase price adjustment pursuant to Section 2.2. Buyer shall timely file such Tax Return with the appropriate Taxing Authority and pay all Taxes due with respect to such Tax Returns. (c) If a dispute arises between Seller and Buyer as to the amount of Taxes for a Straddle Period or any other issues with respect to a Tax Return covering the Straddle Period, the parties hereto shall attempt in good faith to resolve such cooperation dispute. Upon resolution of any disputed items, the Buyer shall timely file such Tax Return and information as any pay all Taxes due with respect to such Tax Return. If the dispute is not resolved by the time for filing of them reasonably may request in filing any such Tax Return, Buyer shall timely file the Tax Return and pay the Taxes due, and the parties shall jointly request that the Neutral Auditor resolve any issue, which resolution shall be final, conclusive and binding on the parties. The scope of the Neutral Arbitrator’s review shall be limited to the disputed items and the parties, shall, if necessary, file an amended Tax Return reflecting the final resolution of the disputed items. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Neutral Auditor in resolving the dispute shall be borne 50% by Buyer and 50% by Seller. Any payment required to be made as a result of the resolution of the dispute by the Neutral Auditor shall be made within ten (10) days after such resolution, together with any interest determined by the Neutral Auditor to be appropriate. Buyer shall not extend the statute of limitations with respect to any Tax Return of Lodi Gas and Lodi Development for any Pre-Closing Period without the written consent of the Seller, such consent not to be unreasonably withheld, delayed or claim for refundconditioned. (d) Buyer and Seller agree to provide such assistance as may reasonably be requested by the other party in connection with the preparation of any Tax Return, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents examination by any Taxing Authority or any judicial or administrative proceedings relating to rulings or other determinations by Taxing authorities liability for Taxes, and relevant each will retain and provide the requesting party with any records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject which may be relevant to the preceding sentencesuch return, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Companyaudit or examination, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.proceedings or

Preparation and Filing of Tax Returns. (i) 6.9.2.1. The Company, if possible, Sellers shall prepare or otherwise the Stockholders cause to be prepared and shall timely file or cause to be timely filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end the Target Companies required to be filed on or before prior to the Funding and Consummation Closing Date, and the Sellers shall permit TCI timely pay or cause to be timely paid to appropriate Governmental Authorities all Taxes due with respect to such Tax Returns. Such Tax Returns shall be prepared in a manner consistent with the prior practice of the Target Companies and otherwise in accordance with applicable Legal Requirements. Sellers shall submit or cause to be submitted such Tax Return to Buyer for review at least twenty (20) Business Days prior to the filing thereof. 6.9.2.2. Buyer shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns of the Target Companies for (A) Pre-Closing Tax Periods, which are required to be filed after the Closing Date (such Tax Returns, the “Pre-Closing Tax Returns”), and (B) Straddle Periods (such Tax Returns the “Straddle Period Tax Returns”). All such Straddle Period Tax Returns and Pre-Closing Tax Returns shall be prepared in a manner consistent with the prior practice of the Target Companies, unless otherwise required by applicable Legal Requirements or Governmental Authority. Buyer shall submit or cause to be submitted each Straddle Period Tax Return and Pre-Closing Tax Return to Sellers’ Representative for review and comment at least twenty (20) Business Days prior to such filingsthe filing thereof, and Buyer shall accept all reasonable comments from the Sellers’ Representative. Unless the Company is a C corporation, the Stockholders Sellers shall pay or cause to be paid all Tax liabilities to Buyer, at least five (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements5) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date Business Days prior to the filing thereof. of the applicable Tax Return, an amount equal to the amount of Taxes that would be due with respect to (iiii) Each party hereto shallany Pre-Closing Tax Return, and shall cause its Subsidiaries and Affiliates to, provide (ii) any Straddle Period Tax Return to each the extent attributable to the portion of the other parties hereto such cooperation and information applicable Straddle Period ending on the Closing Date as any of them reasonably may request determined in filing any Returnaccordance with Section 6.9.2.3; provided that, amended Return or claim for refund, determining a liability for Taxes or a right to refund in calculating the amount of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations payable by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns Sellers pursuant to this Agreement Section 6.9.2.2, any compensation deductions related to the transactions contemplated by this Agreement, including any severance amount, the Bonus Payment Amount and the 2014 Senior Management Bonus Amount, and any deductions associated with the repayment of the Closing Indebtedness shall bear all costs of filing such Returnsnot be taken into account. (iv) Each 6.9.2.3. Taxes attributable to the portion of a Straddle Period ending on the Closing Date shall be calculated as though the taxable periods of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 Target Companies terminated as of the Treasury Regulations promulgated under close of business on the CodeClosing Date; provided, and treat however, that in the transaction as case of a tax-free contribution under Section 351(a) Tax not based on, or measured by, income, receipts, proceeds, profits, payments or similar items, Taxes attributable to the portion of a Straddle Period ending on the Closing Date shall be equal to the amount of Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the total number of days from the beginning of the Code subject to gain, if any, recognized on Straddle Period through and including the receipt Closing Date and the denominator of cash or other property under Section 351(b) which is the total number of days in the CodeStraddle Period.

Preparation and Filing of Tax Returns. (ia) The CompanySeller shall timely prepare and file or shall cause to be timely prepared and filed any combined, if possibleconsolidated or unitary Tax Return that includes Seller or any of its Affiliates. Seller shall timely prepare, or otherwise shall cause to be timely prepared, to the Stockholders maximum extent permitted by the organizational documents of the Purchased Entities, their Subsidiaries, and the Joint Ventures, as applicable, and taking into account any rights with respect to Tax Returns that any owners of equity interests (direct or indirect) in such Subsidiaries or Joint Ventures may be entitled to, any Tax Return of any Purchased Entity, any Subsidiary of the Purchased Entities, or any Joint Venture for any taxable period ending on or before the Closing Date that are due after Closing (each Tax Return, a “Pre-Closing Separate Return”). All Pre-Closing Separate Returns shall file be prepared and filed in a manner consistent with this Agreement and the past procedures and practices of the Purchased Entities, their Subsidiaries and the Joint Ventures, except as required by Law. Seller shall submit any Pre-Closing Separate Return to Purchaser at least thirty (30) days prior to the due date for such Pre-Closing Separate Return (taking into account any valid extensions of the time to file) (or if the due date is within thirty (30) days of the Closing Date, as promptly as practicable after the Closing Date) for Purchaser’s review and comment and shall consider in good faith any reasonable comments provided by Purchaser in writing to Seller at least ten (10) days prior to such due date. Purchaser shall timely file, or cause to be timely filed, each Pre-Closing Separate Return. (b) Purchaser shall, to the maximum extent permitted by the organizational documents of the Purchased Entities, their Subsidiaries, and the Joint Ventures, as applicable, and taking into account any rights with respect to Tax Returns that any owners of equity interests (direct or indirect) in such Subsidiaries or Joint Ventures may be entitled to, timely prepare and file or shall cause to be timely prepared and filed all income Tax Returns with respect to any Purchased Entity, any Subsidiary of the Purchased Entities, or any Joint Venture for any Straddle Period (federalthe “Purchaser Prepared Tax Returns”). All Purchaser Prepared Tax Returns shall be prepared and filed in a manner consistent with this Agreement and the past procedures and practices of the Purchased Entities, statetheir Subsidiaries, local and the Joint Ventures except as required by Law. Purchaser shall submit any Purchaser Prepared Tax Return to Seller at least thirty (30) days prior to the due date for such Purchaser Prepared Tax Return (taking into account any valid extensions of the time to file) (or otherwiseif the due date is within thirty (30) days of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, as promptly as practicable after the Closing Date) for Seller’s review and comment and shall permit TCI incorporate any reasonable comments provided by Seller in writing to review all such Tax Returns Purchaser at least ten (10) days prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duedue date. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanyCompaq shall prepare (or cause to be prepared) and timely file or cause to be timely filed (taking into account extensions) all Tax Returns with respect to any Pre-Closing Period that includes any of the Companies (including all Tax Returns filed on a consolidated, if possiblecombined, or otherwise unitary basis). Compaq shall have sole discretion as to the Stockholders positions in and with respect to any Tax Return described in the preceding sentence; provided, however, that such Tax Returns shall be prepared on a basis consistent with the past practices of Compaq, Digital, and the Companies, unless in the opinion of CMGI's counsel, reasonably satisfactory to Compaq, any position taken on such Tax Returns would be likely to subject any of the Companies to penalties. Compaq shall deliver (or cause to be delivered) to CMGI a pro forma set of Tax Returns for each of the Pre-Closing Periods ending on the Closing Date at least twenty business days prior to the Due Date thereof. (b) CMGI shall prepare (or cause to be prepared) and timely file or cause to be filed (taking into account extensions) all income Tax Returns of the Companies relating to any Post-Closing Period. (federal, state, local or otherwisec) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and CMGI shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay prepare (or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statementsprepared) shown by such Returns to be due. (ii) TCI shall and timely file or cause to be filed (taking into account extensions) all separate Tax Returns of, or that include, of the Companies with respect to any Acquired Party for all taxable periods ending after Straddle Period. Any Straddle Period Tax Return shall be prepared on a basis consistent with the Funding last previous similar Tax Return. CMGI shall cause the Companies to provide Compaq with a copy of each such proposed Tax Return (and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date additional information regarding such Tax Return as may reasonably be requested by Compaq) at least 25 days prior to the filing thereof. of such Tax Return, except that (iiii) Each party hereto shallin the case of a Tax Return relating to a monthly taxable period, the copy shall be provided to Compaq at least 5 days prior to the filing of such Tax Return and (ii) in the case of a Tax Return due within 90 days following the Closing Date, the copy shall be provided to Compaq in such shorter period of time prior to filing as CMGI shall reasonably determine to be practicable. CMGI shall permit Compaq to review and comment on each such Tax Returns and to recommend any changes, modifications, additions, or deletions to the extent they relate to a Pre-Closing Straddle Period, provided that such changes, modifications, additions, or deletions are consistent with past practice and that such reporting, in the opinion of CMGI's counsel, reasonably satisfactory to Compaq, would not be likely to subject any of the Companies to penalties; and provided, further, that Compaq's comments are received by CMGI at least five business days prior to the Due Date of the applicable Tax Return. If any dispute has not been resolved prior to the Due Date for filing of the Tax Return, the Tax Return shall be filed as originally proposed by CMGI, reflecting any items agreed to by the parties at such time. Compaq shall cause its Subsidiaries and Affiliates to, provide to each of be paid to CMGI the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund amount of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available any Pre-Closing Straddle Period based on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the CodeReturns filed.

Preparation and Filing of Tax Returns. (k) Pre-Closing Flow-Through Tax Returns. 157437977.10 (i) The Equityholder Representative (after the Closing), at the expense of the Equityholders, shall timely prepare or cause to be timely prepared, and the Equityholder designated for tax matters shall timely file or cause to be timely filed, all Flow-Through Tax Returns of the Company for any Pre-Closing Tax Period not yet filed as of the Closing Date with a Due Date after the Closing Date (each, a “Pre-Closing Flow-Through Tax Return”). In connection with any Pre-Closing Flow-Through Tax Returns to be prepared by the Equityholder Representative, Purchaser and the Surviving Company shall use commercially reasonable efforts to facilitate the Equityholder Representative’s utilization of the Surviving Company’s existing tax return preparation firm(s) (the “Accounting Firm”), including (i) providing reasonable access to the Surviving Company’s books and records and accounting staff and (ii) taking such reasonable steps as may be necessary to cause the Accounting Firm to take direction from the Equityholder Representative. Each Pre-Closing Flow-Through Tax Return shall be prepared in accordance with the past practice of the Company and the Company Subsidiary, unless otherwise required by Law, and in accordance with the provisions of this Agreement, and such Pre-Closing Flow-Through Tax Returns shall report the Transaction Deductions in a Pre-Closing Tax Period to the extent permitted by applicable Law on a “more likely than not” basis. (ii) At least thirty (30) days prior to the Due Date of any such Pre-Closing Flow-Through Tax Return, the Equityholder Representative shall provide to Purchaser a substantially final draft of such Pre-Closing Flow-Through Tax Return for Purchaser’s review and consent. If Purchaser disputes any item on such Pre-Closing Flow-Through Tax Return, it shall notify the Equityholder Representative (by written notice within fifteen (15) days of receipt of such Pre-Closing Flow-Through Tax Return) of such disputed item (or items), the basis for its objection and the proposed revisions, and any dispute shall be resolved pursuant to the provisions of Section 7.1(a)(iii). If Purchaser does not object by written notice within such period, such Pre-Closing Flow-Through Tax Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 7.1(a) and Purchaser, the Equityholder Representative and the Equityholder designated for tax matters shall cooperate in connection with the signing and timely filing of such Pre-Closing Flow-Through Tax Return as prepared by the Equityholder Representative. (iii) Purchaser and the Equityholder Representative shall act in good faith to resolve any dispute prior to the Due Date of any Pre-Closing Flow-Through Tax Return, and if possiblethe parties agree on any such Pre-Closing Flow-Through Tax Return, or otherwise then the Stockholders parties shall file or cause to be filed all income the applicable Flow-Through Tax Returns Return in such agreed-upon manner. If Purchaser and the Equityholder Representative cannot resolve any disputed item with respect to any such Pre-Closing Flow-Through Tax Return within a period of fifteen (federal15) days following the receipt of a written notice of such disputed item(s) pursuant to Section 7.1(a)(ii), statethe item in question shall be resolved by the Accountant Expert as promptly as practicable, local or otherwisewhose determination shall be final and conclusive for purposes of this Section 7.1(a). The fees and expenses of the Accountant Expert shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by the Equityholder Representative. Notwithstanding anything to the contrary in this Agreement, in the event that the parties or, in the case of any Acquired Party for all taxable periods that end on or before a dispute, the Funding and Consummation Accountant Expert, have not resolved a dispute by an applicable Due Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, parties (other than the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial StatementsEquityholder Representative) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns offiled, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Dateapplicable Flow-Through Tax Return in such manner as prepared by the Equityholder Representative pursuant to Section 7.1(a)(i), and the parties shall permit the Stockholders a reasonable opportunity to review all amend such Tax Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide extent necessary to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject conform to the preceding sentenceparties’ final agreement or the Accountant Expert’s final determination, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsas the case may be. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possibleTVV shall prepare and file, or otherwise the Stockholders shall file or cause to be filed prepared and filed, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party the Company for all taxable periods that end ending on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders TVV shall pay or cause to be paid all any Taxes due in respect of such Tax liabilities (in excess of all amounts already paid with respect thereto Returns. If any such Tax Return must be signed by the Buyer, any Affiliate thereof, or properly accrued or reserved with respect thereto on the Company Financial Statementsfollowing the Closing Date, the Buyer agrees that it will (or will cause such other parties to) shown by reasonably cooperate in signing such Returns Tax Return in order to permit the timely filing of such Tax Return. TVV shall provide, or cause to be dueprovided, to the Buyer a draft of any such Tax Return at least thirty (30) days prior to the due date, giving effect to extensions thereto, for filing such Tax Return, for review by the Buyer. The Buyer shall notify TVV of any reasonable objections the Buyer may have to any items set forth in such draft Tax Return and the Buyer and TVV agree to consult and resolve in good faith any such objection. If the parties cannot resolve any such objections, the item in question shall be resolved by the Accounting Referee. The fees and expenses of the Accounting Referee shall be borne one-half (1/2) by TVV, and one-half (1/2) by the Buyer. Such Tax Returns shall be prepared in a manner consistent with past practices except as required by changes in Law or as required by a provision of this Section 5.2. (ii) TCI The Buyer shall file prepare and file, or cause to be filed timely prepared and filed, all separate Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newcofor Straddle Periods. Such Tax Returns (“Straddle Returns”) shall be prepared consistently with past practice to the extent permitted by Law. The Buyer shall provide, TCI or cause to be provided, to TVV a draft of any Straddle Return at least thirty (30) days prior to the due date, giving effect to extensions thereto for filing such Tax Return, for review by TVV. TVV shall notify the Buyer of any reasonable objections TVV may have to any items set forth in such draft Straddle Return and each Stockholder the Buyer and TVV agree to consult and resolve in good faith any such objection. If the parties cannot resolve any such objections, the item in question shall comply with be resolved by the Tax reporting requirements of Section 1.351-3 Accounting Referee. The fees and expenses of the Treasury Regulations promulgated under the CodeAccounting Referee shall be borne one-half (1/2) by TVV, and treat the transaction as a taxone-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.half (1/2)

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all Federal, state, local and foreign Tax Returns in respect of the Conveyed Subsidiaries, their Subsidiaries and the Asset Selling Corporations, their assets or activities that (i) The Company, if possibleare required to be filed (taking into account extensions) on or before the Closing Date, or otherwise (ii) are required to be filed (taking into account extensions) after the Stockholders Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates, or (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any tax period ending on or before the Closing Date, or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all income other Tax Returns (federalrequired of the Conveyed Subsidiaries and their Subsidiaries, stateor in respect of their assets or activities or required to be filed after the Closing Date with respect to the Conveyed Assets or the Business. In the event the Closing Date is on or before November 30, local or otherwise) of 1998, any Acquired Party for all taxable such Tax Returns that include periods that end ending on or before the Funding and Consummation Closing Date or that include the activities of the Conveyed Subsidiaries or their Subsidiaries or an Asset Selling 100 Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, and shall permit TCI to review all be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Subsidiaries or their Subsidiaries or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. In the event that the Closing Date is after November 30, 1998, Purchaser may file any Tax Return required by this Section 7.4(a)(i) for any Conveyed Subsidiary or any of its Subsidiaries on a basis inconsistent with the last previous Tax Return filed for such Conveyed Subsidiary or any of its Subsidiaries (as the case may be) provided that there is a reasonable basis for such inconsistent position and Pfizer consents to such inconsistent position (which consent shall not be unreasonably withheld). With respect to any Tax Return required to be filed by the Purchaser for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Purchaser shall deliver, at least 30 days prior to the due date for the filing of such filingsTax Return 101 (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Section 7.4(g)(i) and (iii) and copies of such Tax Return. Unless Pfizer shall have the Company right to review such Tax Return and the statement prior to the filing of such Tax Return. Pfizer and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and statement and mutually to consent to the filing as promptly as possible of such Tax Return. Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Subsidiaries or any of their Subsidiaries with respect to which Purchaser is a C corporation, the Stockholders shall pay not obligated to prepare or cause to be paid all prepared the original such Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs Section 7.4(a)(i) without the prior written consent of filing such Returns. (iv) Each Pfizer. Notwith- standing any provision of the Companythis Agreement, NewcoPurchaser may, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Codeat its option, and treat the transaction as a tax-free contribution make an election under Section 351(a338(g) of the Code subject with respect to gainits purchase or deemed purchase of any of the Conveyed Subsidiaries and their Subsidiaries other than Howmedica Leibinger Inc., in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences 102 of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. Notwithstanding the foregoing, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.Purchaser makes such election with respect to Howmedica Iberica S.A.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders Each STOCKHOLDER shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding Closing Date and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid any and all Tax liabilities (in excess of all amounts already paid due and payable with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) to such periods shown by such Returns to be due. The Company shall pay any taxes state Taxes assessed against it or any Acquired Party for all taxable periods that end on or before the Closing Date. (iib) TCI CTS shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iiic) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (ivd) Each of the CompanyCOMPANY, NewcoNEWCO, TCI CTS and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351Section 1. 351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution transfer of property under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) 8.2.1 The Company and the Operating Company, if possible, or otherwise the Stockholders Shareholders shall file or cause to be filed all federal, state and local income Tax Returns (federal, state, local or otherwise) of any Acquired Party for the Company and the Operating Company for all taxable periods that end on or before ending prior to the Funding and Consummation Closing Date, and shall permit TCI NEI to review all such Tax Returns prior to such filingsfiling. Unless the Company is a C corporation, the Stockholders The Shareholders shall pay or cause to be paid all Tax liabilities (in excess based on taxable income of all amounts already paid with respect thereto the Company or properly the Operating Company prior to the Closing Date; provided, however, that Shareholders shall be obligated to pay such Tax liabilities only to the extent such liabilities have not otherwise been accrued or reserved with respect thereto provided for in a manner acceptable to NEI by the Company or the Operating Company on the Balance Sheet. The Company Financial Statements) shown by such Returns and the Operating Company shall pay all of their respective Taxes due and payable on or prior to be duethe Closing Date and shall adequately accrue for all Taxes due after the Closing Date but based on periods occurring prior to the Closing Date. (ii) TCI 8.2.2 NEI shall file or cause to be filed all separate Tax Returns of, or that include, any Acquired Party for all taxable the Company and the Operating Company for periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. 8.2.3 (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentenceIntentionally omitted) 8.2.4 If applicable, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newcothe Operating Company, TCI NEI and each Stockholder Shareholder shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and will treat the this transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt or constructive receipt of cash or other property under Section 351(b) of the Code. The Shareholders shall pay any Tax (including federal, state, and local income Tax and transfer Tax) arising from any taxable gain on the sale of the Company Stock effected hereby and the transfer of the Company Stock. 8.2.5 If Section 8.2.4 does not apply, the Company, the Operating Company and/or the Shareholders shall file IRS Form 8594 and/or any other appropriate Tax forms under Section 1060 of the Internal Revenue Code reflecting the purchase price allocation elected by NEI and consented to by the Shareholders, such consent not to be unreasonably withheld or delayed. 8.2.6 Shareholders shall fully cooperate with NEI in the event of any audit of the Tax Returns of the Company or the Operating Company for the tax year in which the Closing Date occurs or any prior tax year and, subject to the limitations set forth in Section 9.5, shall pay and hold the Company, the Operating Company and NEI harmless from any additional Taxes required to be paid as a result of any such audit or any resulting adjustment in the Tax liability of the Company, the Operating Company or NEI, to the extent such Taxes have not been accrued or provided for in a manner acceptable to NEI by the Company or the Operating Company on the Balance Sheet.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise Seller shall prepare and timely file (including extensions) in proper form with the Stockholders shall file or cause to be filed appropriate Taxing Authority all income Tax Returns (federal, state, local of the Company or otherwise) of any Acquired Party a Company Subsidiary or which include or relate to the Company or the Company Subsidiaries for all taxable periods that end Pre-Closing Tax Periods ending on or before the Funding Closing Date. Seller shall timely pay or shall cause to be timely paid any and Consummation Date, and shall permit TCI all Taxes due with respect to review all such Tax Returns allocable to Seller under Section 5.9(c). Seller and its Affiliates shall have the exclusive authority and obligation to prepare all Tax Returns of or which include the Company or any Company Subsidiary described in the preceding sentence that are due with respect to any Pre-Closing Tax Period. Such authority shall include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company and the Company Subsidiaries shall be reported or disclosed in such Tax Returns; provided, however, that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices with respect to such items, unless otherwise required by Law. Seller shall provide Purchaser drafts of such Tax Returns at least 30 days prior to the due date for the filing of such filingsTax Returns (including extensions). Unless At least 15 days prior to the Company is a C corporationdue date for the filing of such Tax Returns (including extensions), the Stockholders Purchaser shall pay or cause notify Seller in writing of any objections to be paid all any items set forth on such draft Tax liabilities (Returns. Seller and Purchaser agree to consult and resolve in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by good faith any such Returns to be dueobjection. (ii) TCI Purchaser shall prepare and file in proper form with the appropriate Taxing Authority or shall cause the Company or one or more Company Subsidiaries to prepare and file in proper form with the appropriate Taxing Authority all Tax Returns of or which include the Company or any Company Subsidiary for Tax Periods for which Seller is not responsible pursuant to Section 5.9(b)(i) and shall pay or shall cause to be filed paid any and all separate Taxes due with respect to such Tax Returns. If any portion of the Taxes due with respect to such Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Dateis allocable to Seller, and Seller is liable for such Taxes, under Section 5.9(c), Purchaser shall permit provide Seller with written notice of the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date amount at least 30 days prior to the filing thereofdate on which the relevant Tax Return is required to be filed by Purchaser or payment of such Taxes is otherwise due and Seller shall pay such amount to Purchaser no later than five business days before such Taxes are due and payable. For 60 days after Closing, the requirements of the preceding sentence shall be applied in a manner that reasonably and in good faith reflects Purchaser's ability to assume the administrative responsibilities described in the preceding two sentences. (iii) Each party hereto shallFor purposes of this Agreement, (A) the term "Pre-Closing Tax Period" means a Tax period or portion thereof that ends on or prior to the Closing Date; if a Tax period begins on or prior to the Closing Date and shall cause its Subsidiaries and Affiliates toends after the Closing Date, provide to each then the portion of the other parties hereto such cooperation Tax period that ends on and information as includes the Closing Date shall constitute a Pre-Closing Tax Period; (B) the term "Post-Closing Tax Period" means any of them reasonably may request in filing any Return, amended Return Tax period that begins after the Closing Date; if a Tax period begins on or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject prior to the preceding sentenceClosing Date and ends after the Closing Date, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each then the portion of the Company, Newco, TCI Tax period that begins immediately after the Closing Date shall constitute a Post-Closing Tax Period; and each Stockholder shall comply with (C) the term "Straddle Tax reporting requirements of Section 1.351-3 of Period" means any Tax period that begins before the Treasury Regulations promulgated under Closing Date and ends after the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income separate Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all . All such Tax Returns prior shall have set forth all material items required to such filingsbe set forth therein and shall have been prepared in compliance with applicable laws and shall be true, correct and complete in all material respects. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial StatementsStatements and books and records) required to be shown by such Tax Returns to be due. (ii) TCI VPI shall file or cause to be filed all separate consolidated Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding Closing Date. VPI shall pay or cause to be paid all Tax liabilities (in excess of amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the VPI Financial Statements and Consummation Date, books and shall permit the Stockholders a reasonable opportunity records) required to review all be shown by such Tax Returns for periods including the Funding and Consummation Date prior to the filing thereofbe due. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates component members of a controlled group of corporations including the COMPANY, as defined in Section 1563 of the Code, to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the CompanyCOMPANY, Newco, TCI VPI and each Stockholder STOCKHOLDER shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution an exchange pursuant to which gain is not recognized under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanySeller will prepare and timely file, if possible, or otherwise the Stockholders shall file or cause to be filed prepared and timely filed, all income Tax Returns in respect of the AVS Assets and the AVS Business that (federal, state, local or otherwisei) of are required to be filed (taking into account any Acquired Party for all taxable periods that end applicable extensions) on or before the Funding and Consummation Closing Date, or (ii) are required to be filed (taking into account any applicable extensions) after the Closing Date by Seller or any of its Affiliates (“Seller Tax Returns”), including all Consolidated Tax Returns of Seller or any of its Affiliates. Acquiror will prepare and shall permit TCI timely file, or cause to be prepared and timely filed, all Tax Returns in respect of the AVS Assets or the AVS Business for a Pre-Closing Tax Period or Straddle Period other than Seller Tax Returns (“Acquiror Tax Returns”). Any Acquiror Tax Return will be prepared on a basis consistent with (x) except to the extent otherwise required by applicable Law, the past practices of Seller and its Affiliates and (y) applicable Law. With respect to any Acquiror Tax Return, Acquiror will deliver to Seller, at least 30 calendar days prior to the due date for the filing of such Acquiror Tax Return (taking into account any applicable extensions), a statement setting forth the amount of Tax (if any) for which Seller is responsible pursuant to Section 9.03 in connection with such Acquiror Tax Return and a copy of such Acquiror Tax Return, together with any additional information relating thereto that Seller may reasonably request. Seller will have the right to review all such Acquiror Tax Returns Return, statement and additional information, if any, prior to the filing of such filingsAcquiror Tax Return, and Acquiror will reflect on such Acquiror Tax Return any reasonable comments submitted by Seller at least five calendar days prior to the due date of such Acquiror Tax Return. Unless Any Tax Return relating to the Company is AVS Assets or the AVS Business for a C corporationStraddle Period will, to the Stockholders shall extent permitted by applicable Law, be filed on the basis that the relevant Tax period ended as of the close of business on the Closing Date. Neither Acquiror nor any of its Affiliates will file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxes imposed on or with respect to the AVS Assets or the AVS Business for a taxable period ending on or before the Closing Date or a NAI-1504903777v10 Straddle Period, in each case, without the prior written consent of Seller, not to be unreasonably withheld, delayed or conditioned. (b) Seller will pay or cause to be paid all Tax liabilities (in excess of all amounts already paid Taxes due with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such to Tax Returns that Seller is obligated to be due. (ii) TCI shall file file, or cause to be filed all separate Returns offiled, pursuant to Section 9.01(a). With respect to any Tax Return that Acquiror is obligated to file, or that includecause to be filed, any Acquired Party for all taxable periods ending after pursuant to Section 9.01(a), Seller will pay its portion (if any) of the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity Taxes due with respect to review all such Returns for periods including the Funding and Consummation Date Tax Return to Acquiror at least five Business Days prior to the filing thereofdue date for such Tax Return, as determined pursuant to Section 9.03(c). Acquiror will pay or cause to be paid all other Taxes required to be paid with respect to any AVS Assets or the AVS Business. (iiic) Each party hereto shall, ▇▇▇▇▇▇-Standard Automotive Canada Limited and shall cause its Subsidiaries ContiTech Canada Inc. will jointly elect in prescribed form and Affiliates to, provide to each within the prescribed time period under section 22 of the other parties hereto such cooperation Income Tax Act (Canada) and information as any the corresponding provisions of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding applicable provincial tax statutes in respect of Taxes. Such cooperation and information shall include providing copies the transfer of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations the Accounts Receivable conveyed by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess▇▇▇▇▇▇-Standard Automotive Canada Limited. Each party shall make its employees of ▇▇▇▇▇▇-Standard Automotive Canada Limited and independent certified public accountants reasonably available on a mutually convenient basis at its cost ContiTech Canada Inc. agrees to provide explanation of any execute and file all necessary documents or information so provided. Subject and instruments to give effect to the preceding sentence, each party required election referred to file Returns pursuant to in this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.9.01(c)‎.

Preparation and Filing of Tax Returns. (i) The CompanySeller shall, if possibleat Seller’s cost and expense, or otherwise the Stockholders shall file prepare, or cause to be filed prepared all income Pre-Closing Period Tax Returns (federalexcluding, statefor the avoidance of doubt, local Pre-Closing Period Tax Returns related to a Straddle Period) required to be filed by or otherwise) on behalf of the Company the initial due date of which is after the Closing Date. All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company (and without a change of any Acquired Party for all taxable periods that end on election or before the Funding and Consummation Dateany accounting method), and except as may be required by applicable Law. Seller shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay deliver or cause to be paid delivered drafts of all such Pre-Closing Period Tax liabilities Returns to Buyer for its review and comment at least thirty (30) days (or, in the case of non-income Tax Returns, such shorter period as is reasonably practicable under the circumstances) prior to the due date of any such Pre-Closing Period Tax Return and shall consider in good faith any comments received from Buyer at least five (5) days (or, in the case of non-income Tax Returns, such shorter period as is reasonably practicable under the circumstances) prior to filing of such Pre-Closing Period Tax Return. Seller shall pay all Taxes due and payable in respect of all Pre-Closing Period Tax Returns of the Company; provided, however, if any Pre-Closing Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by Buyer, Seller shall pay (in excess immediately available funds) to Buyer the amount of all amounts already paid Taxes due and payable with respect thereto to such Pre-Closing Period Tax Return (determined pursuant to this Section 7.4) no later than three (3) Business Days prior to the earlier of the date such Pre-Closing Period Tax Return is filed or properly accrued the due date of such Pre-Closing Period Tax Return (except to the extent such Taxes were paid prior to the Closing Date or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duewere included in Indebtedness or Working Capital, as finally determined). (ii) TCI shall file Buyer shall, at the Company’s expense, prepare and timely file, or cause to be filed prepared and timely filed, all separate Straddle Period Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file be filed by the Company. All Straddle Period Tax Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each be prepared and filed in a manner that is consistent with the prior practice of the Company, Newcoexcept as may be required by applicable Law. Buyer shall deliver or cause to be delivered drafts of all Straddle Period Tax Returns to Seller for its review at least thirty (30) days (or, TCI and each Stockholder shall comply in the case of non-income Tax Returns, such shorter period as is reasonably practicable under the circumstances) prior to the due date of any such Straddle Period Tax Return with the Tax reporting requirements an allocation of Section 1.351-3 Seller’s portion of the Treasury Regulations promulgated Straddle Period Taxes due with respect to such Tax Returns (determined pursuant to this Section 7.4) and shall consider in good faith any comments received from Seller at least five (5) days (or, in the case of non-income Tax Returns, such shorter period as is reasonably practicable under the Code, and treat the transaction as a tax-free contribution under Section 351(acircumstances) prior to filing of such Straddle Period Tax Return. Seller shall pay (in immediately available funds) to Buyer Seller’s portion of the Code subject Stradde Period Taxes due and payable with respect to gain, if any, recognized on any such Straddle Period Tax Return no later than three (3) Business Days prior to the receipt of cash or other property under Section 351(b) earlier of the Codedate such Straddle Period Tax Return is filed or the due date of such Straddle Period Tax Return (except to the extent such Taxes were paid prior to the Closing Date or were included in Indebtedness or Working Capital, as finally determined). The preparation and filing of any Tax Return of the Company that does not relate to a Tax period ending on or before the Closing Date or to a Straddle Period shall be exclusively within the control of Buyer.

Preparation and Filing of Tax Returns. (i) The Company, if possibleAcquiror shall timely prepare and file, or otherwise the Stockholders shall file or cause to be filed prepared and filed, all income Tax Returns (federal, state, local of the Company and its Subsidiaries with respect to any taxable year or otherwise) of any Acquired Party for all taxable periods period that end ends on or before the Funding Closing Date and Consummation Date, any taxable year or period beginning before and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation DateClosing Date that are due after the Closing Date (“Pre-Closing Tax Returns”); provided, and however, that Acquiror shall, or shall permit cause the Stockholders Company to (a) file a reasonable opportunity U.S. federal income Tax Return of the Company for the Company’s taxable year ending on the Closing Date pursuant to review Treasury Regulations Section 1.1502-76(c); (b) allocate all such Returns for periods including items accruing on the Funding and Consummation Closing Date prior to the filing thereof. Company’s taxable period ending on the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject not pursuant to the preceding sentence, each party required to file Returns “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the ratable allocation method under Treasury Regulations promulgated under the Code, and treat the transaction as a taxSection 1.1502-free contribution 76(b)(2)(ii) or 1.1502-76(b)(2)(iii)); (c) not elect to waive any carryback of net operating losses under Section 351(a172(b)(3) of the Code subject on any Tax Return of the Company filed in respect of a taxable period ending on or before the Closing Date; and (d) deduct the Transaction Expenses (to gain, if any, recognized the extent properly deductible) on the receipt of cash or other property under Section 351(b) Company’s income Tax Returns for the taxable period ending on the Closing Date, unless otherwise required by applicable Tax law. Acquiror shall prepare such Tax Returns consistent with past practices of the CodeCompany (unless otherwise required by clause (a) through (d) above or otherwise pursuant to this Agreement) and shall provide the Stockholder Representatives the right to review and comment on such Tax Returns no later than thirty (30) days prior to the due date for filing such Tax Returns. Acquiror shall make all such changes as are reasonably requested by the Stockholder Representatives, except to the extent inconsistent with applicable Tax law. Acquiror shall cause any amounts shown to be due on such Tax Returns to be timely remitted to the applicable governmental body before such Taxes are due.

Preparation and Filing of Tax Returns. (ia) The CompanyFollowing the Closing and prior to the relevant due date (after taking into account any extensions thereto), if possible, or otherwise the Stockholders Sellers’ Representative shall file prepare (or cause to be filed all prepared) any income Tax Return (including Schedule K-1 or similar schedule under state law) for United States federal Taxes and each other jurisdiction (i) in which the Company is required to file income Tax Returns and (federal, state, local ii) (x) under the Laws of which the taxable year of the Company is required or otherwisepermitted to be closed as of the Closing Date as a result of the transactions contemplated by this Agreement (the “Short Period Returns”) of any Acquired Party for all or (y) which relate to taxable periods that end on or prior to the Closing Date. Each Short Period Return shall cover the Taxable period commencing on the day after the last day covered by a prior Tax Return filed by the Company prior to the Closing, or a prior Tax Return to be filed by the Company as prepared by the Sellers’ Representative pursuant to this Section 7.9(a) (other than a Short Period Return), with respect to such Tax and ending on the Closing Date and the relevant Taxes and Tax Liability relating to Short Period Returns shall be determined from the books and records of the Company at the close of business on the Closing Date; provided, however, that, to the extent permitted by applicable Law, (a) extraordinary transactions (other than the payment of any payment specified in Schedule 3.28, including any such payment triggered in whole or in part as a result of the consummation of any such transaction (“Specified Closing Payments”)) occurring on the Closing Date and after the Closing shall be allocated to the Taxable period that is deemed to begin at the beginning of the day following the Closing Date and (b) Taxes and other items, exemptions, allowances, and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period commencing after the Closing Date in proportion to the number of days in each such period. To the extent allowed by applicable law, the Specified Closing Payments shall be allocated to Taxable periods prior to the Closing and Seller shall be entitled to apply, to the extent usable, all related Tax deductions and other Tax benefits related to the Specified Closing Payments against Taxable income in respect of Taxable periods prior to the Closing. (b) Buyer shall have the right to review each Short Period Return. To facilitate this right, Sellers’ Representative shall deliver a complete copy of each Short Period Return as soon as practicable following completion of its preparation. Buyer must, within ten (10) Business Days of receipt of the applicable Short Period Return, deliver to Sellers' Representative a notice of objection specifying in reasonable detail any objections it may have to such Short Period Return, provided Buyer may object to such Short Period Return only if Buyer determined in good faith that the treatment of one or more items on such Short Period Return does not have sufficient legal or factual support to avoid the imposition of penalties, fines or similar amounts. If Buyer does not timely deliver such a notice of objection, Buyer and the Company shall be deemed to have accepted and approved the Short Period Return and to have waived any objections to the Short Period Return. If Buyer properly delivers a notice of objection to the Short Period Return, then Buyer and Sellers’ Representative shall resolve such dispute in accordance with the dispute resolution mechanism set forth in Section 2.4(c). (c) Upon the final determination of any Short Period Return (by the failure of Buyer to properly deliver a notice of objection, by written agreement of Buyer and Sellers’ Representative and/or by determination of the Determining Party), (i) Buyer shall cause the Company Group to (A) deliver to each Seller a Schedule K-1 (or equivalent under state law) for the Short Period Return, if any, and (B) file the Short Period Return, and (ii) Sellers shall pay when due in accordance with their respective Pro Rata Percentages all amounts shown as due on the Short Period Return. If any adjustment to a Short Period Return would have increased the Tax Gross-Up Amount calculated at the time of the adjustment, Buyer shall pay such increase to Sellers in accordance with their respective Pro Rata Percentages within ten (10) days after Sellers file the applicable Short Period Return. If any adjustment to a Short Period Return would have decreased the Tax Gross-Up Amount calculated at the time of the adjustment, Sellers shall pay in accordance with their respective Pro Rata Percentages such decrease to Buyer within ten (10) days after Sellers file the applicable Short Period Return. (d) Without prior written notice to Sellers’ Representative, Buyer will not cause any member of the Company Group to (i) amend any Tax Return relating to any Tax period (or portion thereof) ending on or prior to the Closing Date, or (ii) carryback any item to a Tax period ending on or before the Funding Closing Date. At Sellers’ Representative's cost and Consummation expense, Buyer shall cause any member of the Company Group to amend any Tax Returns for periods ending on or before the Closing Date (“Amended Tax Returns”), if (i) Sellers’ Representative provides written notification to Buyer of the desire to file an Amended Tax Return as soon as practicable before the anticipated filing date and in any event not less than a reasonable amount of time before such date, (ii) Sellers’ Representative shall submit any Amended Tax Return to Buyer for its review and filing in a form suitable for immediate filing by the Company Group together with all schedules, supplemental forms and other attachments required for such Tax Returns, and (iii) such Tax Return is signed by a Certified Public Accountant selected by Sellers’ Representative, and approved by Buyer (such consent not to be unreasonably withheld, conditioned or delayed), with reasonable care as a paid preparer. Any Tax refunds that are received by Buyer or any member of the Company Group, and any amounts credited against any Tax of Buyer or the Company Group, in each case, that do not relate to deductions or credits arising with respect to amounts economically borne by Buyer, to which Buyer or a member of the Company Group become entitled that relate to any Tax period of a member of the Company Group (or portion thereof) ending on or prior to the Closing Date, and shall permit TCI to review all such Tax Returns prior to such filingswill be for the account of Sellers. Unless the Company is a C corporationBuyer will pay, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess paid, over to Sellers any such refunds or amounts of all amounts already paid with respect thereto any such credit, net of reasonable fees or properly accrued expenses incurred by Buyer or reserved with respect thereto on the Company Financial Statementsor any member of the Company Group in obtaining such refund or credit, within five (5) shown by Business Days after receipt or entitlement thereto. Notwithstanding anything else in this Section 7.9(d) to the contrary, Buyer shall not be obligated to pay any refund or other amount under this Section 7.9(d) to the extent that any such Returns refund or other amounts are the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a taxable period (or portion thereof) beginning after the Closing Date. To the extent a refund or credit against Taxes that gave rise to be duea payment hereunder is subsequently disallowed or otherwise reduced, Sellers shall pay to Buyer the amount of such disallowed or reduced refund or credit against Taxes. (iie) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending No later than ninety (90) days after the Funding Closing Date, Buyer and Consummation DateSellers shall sign and date IRS Form 8023 or a signature schedule attached thereto, shall provide their taxpayer identification numbers, shall sign any corresponding state or local forms required in connection with a Section 338(h)(10) Election, and shall permit provide any other information required by Form 8023 and any corresponding state or local form. All such forms to be signed shall be prepared by Buyer and shall be in form reasonably acceptable to Sellers. Buyer shall retain and promptly file the Stockholders executed IRS Form 8023 and corresponding state and local forms and shall provide to Sellers’ Representative a reasonable opportunity to review all copy of each such Returns for periods including the Funding and Consummation Date prior form. Notwithstanding anything to the filing thereof. contrary in this Agreement, Buyer shall indemnify Sellers for any reasonable out of pocket expenses incurred by Sellers or Sellers’ Representative after the Closing Date in connection with (iiii) Each party hereto shalltheir preparation of any forms, schedules or similar documentation required pursuant to Section 2.5, Section 2.6 or this Section 7.9(e), and shall cause its Subsidiaries and Affiliates to(ii) any other matter, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request inquiry, claim, dispute, controversy, litigation or similar event in filing any Returnconnection with a Section 338(h)(10) Election, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of including Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.338(h)(10)

Preparation and Filing of Tax Returns. (i) The Company, if possibleSellers in charge of the day to day operations of the Company will prepare and timely file, or otherwise will cause to be prepared and timely filed, all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Stockholders Company and its assets or activities that are required to be filed on or before the Closing Date. The Company shall not file any new Tax Returns described in the preceding sentence without first delivering a copy of such Tax Returns to the Buyer and accepting any changes to such Tax Returns that the Buyer reasonably requests. The Buyer will prepare or cause to be prepared and will timely file or cause to be timely filed all income other Tax Returns required of the Buyer and its subsidiaries and Affiliates (federalincluding the Company), state, local or otherwise) in respect of any Acquired Party for all taxable their assets or activities. Any such Tax Returns that include periods that end ending on or before the Funding and Consummation DateClosing Date or that include the assets or activities of the Company prior to the Closing Date will, and shall permit TCI insofar as they relate to review all the Company, be on a basis consistent with the last previous such Tax Returns filed in respect of the Company, unless the Sellers or the Buyer, as the case may be, reasonably conclude(s), and notifies the other party in writing, that there is no reasonable basis for such position. The Buyer shall not file any Tax Return with respect to the Company, or with respect to its assets or activities, that includes periods ending on or before the Closing Date or that include the assets or activities the Company prior to the Closing Date without first delivering a copy of such filingsTax Return to the Judds and accepting any changes to such Tax Returns that the Jud▇▇ ▇▇▇▇▇▇ably request. Unless None of the Buyer or its Affiliates ▇▇▇▇ ▇▇▇▇ any amended Tax Returns for any periods for or in respect of the Company (or its assets or activities) with respect to which the Buyer is a C corporation, the Stockholders shall pay not obligated to prepare or cause to be paid all prepared the original such Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each Section 10.1 without the prior written consent of the CompanyJudds, Newcowhich consent shall not be unreasonably withheld, TCI and each Stockholder shall comply with provid▇▇, ▇▇▇▇▇er, the Tax reporting requirements of Section 1.351-3 Buyer, without consent of the Treasury Regulations promulgated under the CodeSellers, and treat the transaction as a tax-free may amend such Tax Returns due to any carryback of any net operating loss, net capital loss, charitable contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of carryback item arising after the CodeClosing Date.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI INCOM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. [The preceding sentence will be modified for Beta to insert the word "federal" before the words "Tax Liabilities" due to the peculiarities of the Washington D.C. tax system with respect to S corporations.] (ii) TCI INCOM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Unless required by applicable law, regulations or government proceedings, INCOM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Consummation Date. (iv) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (ivv) Each of the Company, Newco, TCI INCOM and each Stockholder shall comply with the Tax tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyCOMPANY shall, if possible, or otherwise the Stockholders shall file or cause to be filed all income separate Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Closing Date, and shall permit TCI to review all . All such Tax Returns prior shall have set forth all material items required to such filingsbe set forth therein and shall have been prepared in compliance with applicable laws and shall be true, correct and complete in all material respects. Unless the Company is a C corporation, the Stockholders Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial StatementsStatements and books and records) required to be shown by such Tax Returns to be due. (ii) TCI VPI shall file or cause to be filed all separate consolidated Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding Closing Date. VPI shall pay or cause to be paid all Tax liabilities (in excess of amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the VPI Financial Statements and Consummation Date, books and shall permit the Stockholders a reasonable opportunity records) required to review all be shown by such Tax Returns for periods including the Funding and Consummation Date prior to the filing thereofbe due. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates component members of a controlled group of corporations including the COMPANY, as defined in Section 1563 of the Code, to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyBetween the date hereof and the Closing Date, if possiblethe Company and each of its Subsidiaries shall prepare or cause to be prepared in a manner consistent with past practice, except as may be required by applicable Tax Law or otherwise the Stockholders shall a change in facts, and file or cause to be filed on a timely basis all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end are required to be filed on or before the Funding and Consummation Closing Date, and . The Company shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall timely pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto reflected on the Company Financial Statements) shown by such Returns to be dueTax Returns. (ii) TCI Following the Closing, Purchaser shall prepare or cause to be prepared and file or cause to be filed on a timely basis all separate Tax Returns ofwith respect to the Company that are not described in Section 7.11(c)(i). Such returns shall be prepared in a manner consistent with past practice, except as may be required by applicable Tax Law or that includea change in facts. Any Tax Return prepared by Purchaser for Tax Periods ending on or before the Closing Date shall be at the expense of the Purchaser and all unpaid Taxes shown as due thereon shall be paid by the Purchaser to the extent such Taxes are accrued and are individually reflected as accrued Tax liabilities in the Closing Working Capital in an amount and of a nature consistent with the Company’s past practice and all other such Taxes shown as due therein shall be paid, any Acquired Party for all taxable periods ending after severally and not jointly (based on each such Stockholder’s and Warrantholder’s Pro Rata Share), by the Funding Stockholders and Consummation DateWarrantholders. Purchaser shall, and shall cause the Company to, furnish a copy of such Tax Returns to the Stockholder Representative for the Stockholder Representative’s review and comment at least thirty (30) Business Days prior to the due date (including extensions) and Purchaser shall accept any reasonable comments. Purchaser shall prepare all Tax Returns relating to a Straddle Period (“Straddle Tax Returns”), and shall timely pay all unpaid Tax liabilities reflected on such Straddle Tax Returns; provided that the Stockholders and Warrantholders shall reimburse Purchaser (in accordance with the procedures set forth in Section 7.11(a) and this Section 7.11(c)) for any amount owed by the Stockholders and Warrantholders pursuant to Sections 7.11(a) and 7.11(b), with respect to the taxable periods covered by such Tax Returns. Purchaser shall permit the Stockholders a reasonable opportunity Stockholder Representative to review all and comment on each such Returns for periods including Tax Return described in the Funding and Consummation Date preceding sentence prior to the filing thereofthereof and Purchaser shall accept any reasonable comments. Any amounts payable to Purchaser pursuant to this Section 7.11(c)(ii) shall be satisfied solely from the Holdback Amount. All determinations necessary to give effect to the prorations set forth in Section 7.11(b) herein shall be made in a manner consistent with prior practice of the Company. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each Payment of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding amounts due under this Section 7.11(c) in respect of Taxes. Such cooperation and information Taxes shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents be made: (A) except to the extent a matter relating to rulings or other determinations by Taxes is being contested with a Taxing authorities and relevant records concerning Authority, at least three Business Days before the ownership and due date of the applicable Tax basis of property, Return that reports a Tax liability for which such a party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to not filing the preceding sentence, each party required to file Returns Tax Return is liable pursuant to this Agreement shall bear all costs of filing such Returnsand (B) with respect to any matter relating to Taxes which are being contested with a Taxing Authority, within three Business Days after the following: (1) an agreement between the Stockholder Representative and Purchaser that an indemnity amount is payable or (2) a final determination having been made by a Taxing Authority. (iv) Each During the survival period described in Section 7.11(f), the Purchaser shall not amend any Tax Return with respect to the Company for any Pre-Closing Period without the written consent of the CompanyStockholder Representative, Newcowhich consent shall not be unreasonably withheld, TCI and each Stockholder delayed, or conditioned; except that no such consent shall comply be required for amendments related to a carryback of any Tax attribute with respect to income generated in a taxable period beginning after the Closing Date or in conjunction with the settlement of a Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Codeaudit, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash inquiry or other property under Section 351(b) of the Codeexamination.

Preparation and Filing of Tax Returns. (ia) The CompanyFollowing the Closing and prior to the relevant due date (after taking into account any extensions thereto), if possible, or otherwise the Stockholders Shareholders’ Representative shall file prepare (or cause to be filed all prepared) any income Tax Return (including Schedule K-1 or similar schedule under state law) for each state jurisdictions (i) in which any member of Company Group is required to file income Tax Returns and (federalii) under the Laws of which the taxable year of the relevant member of Company Group is required or permitted to be closed as of the Closing Date as a result of the transactions contemplated by this Agreement (the “Short Period Returns”). For avoidance of doubt, stateeach party acknowledges the Short Period Returns will not include the federal income Tax Return of Seller reported on Form 1120S, local or otherwiseincluding the operations of the Company Group for federal income tax purposes up to and including the Closing Date. Each Short Period Return shall cover the Taxable period commencing on the day after the last day covered by a prior Tax Return prior to the Closing filed by the relevant member of Company Group with respect to such Tax and ending on the Closing Date; provided, however, that, to the extent permitted by applicable Law, (a) extraordinary transactions (other than the payment of any Acquired Party payment specified in Schedule 3.27(a), including any such payment triggered in whole or in part as a result of the consummation of any such transaction (“Specified Closing Payments”)) occurring on the Closing Date and after the Closing shall be allocated to the Taxable period that is deemed to begin at the beginning of the day following the Closing Date and (b) Taxes and other items, exemptions, allowances, and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. To the extent allowed by applicable law, the Specified Closing Payments shall be allocated to Taxable periods prior to the Closing and Seller shall be entitled to apply, to the extent usable, all related Tax deductions and other Tax benefits related to the Specified Closing Payments against Taxable income in respect of Taxable periods prior to the Closing. (b) Buyer shall have the right to review each Short Period Return. To facilitate this right, Shareholders’ Representative shall deliver a complete copy of each Short Period Return as soon as practicable following completion of its preparation. Buyer must, within ten (10) Business Days of receipt of the applicable Short Period Return, deliver to Shareholders’ Representative a Notice of Objection specifying in reasonable detail any objections it may have to such Short Period Return, provided Buyer may object to such Short Period Return only if Buyer determined in good faith that the treatment of one or more items on such Short Period Return does not have sufficient legal or factual support to avoid the imposition of penalties, fines or similar amounts. For purposes of this Agreement, any Tax Return signed by a Certified Public Accountant selected by Shareholders’ Representative with reasonable care as a paid preparer will be deemed to have sufficient legal or factual support to avoid the imposition of penalties, fines or similar amounts. If Buyer does not timely deliver such a Notice of Objection, Buyer and the Company Group shall be deemed to have accepted and approved the Short Period Return and to have waived any objections to the Short Period Return. If the Buyer properly delivers a Notice of Objection to the Short Period Return, then Buyer and the Shareholders’ Representative shall resolve such dispute in accordance with the dispute resolution mechanism set forth in Section 2.4. (c) Upon the final determination of any Short Period Return (by the failure of the Buyer to properly deliver a Notice of Objection, by written agreement of Buyer and the Shareholders’ Representative and/or by determination of the Determining Party), (i) Buyer shall cause Company Group to (A) deliver to each Shareholder a Schedule K-1 (or equivalent under state law) for the Short Period Return, if any, and (B) file the Short Period Return, and (ii) Seller shall pay when due all taxable periods that end amounts shown as due on the Short Period Return (except to the extent such Taxes are properly accrued and reflected as a reduction in the calculation of the Actual Net Equity Amount). If Company Group receives a refund or credit (i) with respect to any Tax Return ending on or before the Funding and Consummation Closing Date, and including any Short Period Return, or (ii) as a result of carrying back a deduction or loss arising as a result of payment of any Specified Closing Payment, Buyer shall permit TCI cause Company Group to review all pay Seller an amount in cash equal to the amount of such Tax Returns prior refund or credit, except to the extent such filings. Unless refund or credit of Taxes is reflected as an increase in the Company is a C corporation, calculation of the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueActual Net Equity Amount. (d) Without prior written notice to Shareholders’ Representative, Buyer will not cause any member of Company Group to (i) amend any Tax Return relating to any Tax period (or portion thereof) ending on or prior to the Closing Date, or (ii) TCI carryback any item to a Tax period ending on or before the Closing Date. Buyer shall file or cause any member of Company Group to be filed all separate Returns of, or that include, amend any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Tax Returns for periods including ending on or before the Funding Closing Date (“Amended Tax Returns”), if (i) Shareholders’ Representative provides written notification to Buyer of the desire to file an Amended Tax Return as soon as practicable before the anticipated filing date and Consummation Date prior in any event not less than a reasonable amount of time before such date, (ii) Shareholders’ Representative shall submit any Amended Tax Return to the Buyer for its review and filing thereof. in a form suitable for immediate filing by Company Group together with all schedules, supplemental forms and other attachments required for such Tax Returns, and (iii) Each party hereto shallsuch Tax Return is signed by a Certified Public Accountant selected by Shareholders’ Representative, and shall cause its Subsidiaries and Affiliates toapproved by Buyer (such consent not to be unreasonably withheld, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Returnconditioned or delayed), amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction reasonable care as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codepaid preparer.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders Seller shall file or cause to be filed all (i) any Subchapter S Group and any combined, consolidated or unitary Return that includes both Seller or any Continuing Affiliate and income Tax Returns (federal, state, local or otherwise) assets of any Acquired Party of the Business Entities and (ii) any other Return of any of the Business Entities for all any taxable periods period that end ends on or before the Funding and Consummation DateClosing Date provided that, and shall permit TCI to review except as required by applicable Law, all such Tax Returns specified in clause (ii) of this sentence shall be filed in a manner consistent with past practice, shall not include any change in method of accounting and shall not include any Tax election that is inconsistent with past practice. At least 15 Business Days prior to the due date (giving effect to any extension thereof) for the filing of a Return described in clause (i) or (ii) above, Seller shall provide Buyer a copy of such filingsReturn (or a copy of a pro forma separate Return for the Business Entities in the case of a Return described in clause (i)) for review and comment. Unless Buyer shall provide any comments to such Returns within 10 Business Days after receiving such Returns and Seller shall consider any comments of Buyer in good faith. Seller shall, reasonably promptly after the Company is filing of a C corporationReturn described in clause (i) or (ii) above, provide Buyer a copy of such Return (or a copy of a pro forma separate Return for the Stockholders Business Entities in the case of a Return described in clause (i)). Seller shall pay or cause remit to be paid the relevant Taxing Authority all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) Taxes shown by such Returns to be due. Buyer shall cause the Business Entities to furnish information, records and documents to Seller in connection with any such Return in accordance with the past procedures, customs and practices of Seller and the Business Entities or as reasonably requested by Seller. (iib) TCI Except to the extent set forth in Section 7.5(a), Buyer shall timely file or cause to be timely filed all separate Returns of, or that include, any Acquired Party of the Business Entities and shall pay or cause to be paid the Taxes shown to be due thereon; provided that Seller shall pay its allocable share of any such Taxes as provided in this Article VII. (c) With respect to any Return of any of the Business Entities for all a taxable periods ending period that, with respect to such Business Entity, begins on or before and ends after the Funding Closing Date (such a Return, a “Straddle Period Return” and Consummation Datesuch a taxable period, and a “Straddle Period”), Buyer shall permit the Stockholders deliver a reasonable opportunity copy of such Return to review all such Returns for periods including the Funding and Consummation Date Seller at least 30 Business Days prior to the due date (giving effect to any extension thereof), accompanied by an allocation between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Return and any amount the Seller could have an indemnification obligation pursuant to Section 7.2. Such Return shall be prepared in accordance with past practices of the Seller and the Business Entities. Such Return and allocation shall be final and binding on Seller, unless, within 15 Business Days after the date of receipt by Seller of such Return and allocation, Seller delivers to Buyer a written request for explanation of items on or changes to such Return or allocation. If Seller delivers such a request, then Buyer and Seller shall undertake in good faith to resolve the issues raised in such request prior to the due date (including any extension thereof) for filing thereofsuch Return. If Buyer and Seller are unable to resolve any issue within 10 Business Days from the date of receipt by Buyer of the request for changes, then Seller and Buyer jointly shall engage the Neutral Accounting Firm to determine the correct treatment of the item or items in dispute. Each of the Seller and the Buyer shall bear and pay one-half of the fees and other costs charged by the Neutral Accounting Firm. The determination of the Neutral Accounting Firm shall be final and binding on the parties hereto. Buyer shall not be entitled to file a Tax Return for any of the Business Entities for any Pre-Closing Period (or portion of any Straddle Period properly allocable to the Pre-Closing Period) in any jurisdiction in which Seller has not filed a Tax Return for itself or the Business Entities without the Seller’s prior written consent. (iiid) Each party hereto Notwithstanding anything to the contrary in this Section 7.5, if the Closing Date occurs before January 1, 2008, Seller shall, at its expense, prepare and shall cause its Subsidiaries and Affiliates to, provide to each Buyer, on or before July 15, 2008, a copy of the other parties hereto such cooperation and information as any of them reasonably may request in filing any RTC-101, Pennsylvania Capital Stock/Foreign Franchise Tax Return, amended for the Company for the year ending December 31, 2007, accompanied by an allocation between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Return. Buyer will cooperate with Seller, pursuant to Section 7.7, to provide the necessary information to Seller to prepare the Return. Buyer shall timely file or cause to be timely filed an extension of time to file this Return after consultation with Seller regarding the preparation of such extension. Such Return shall be prepared in accordance with past practices of the Company. Such Return and allocation shall be final and binding on Buyer and Buyer shall timely file or cause to be timely filed such Return as prepared by Seller, unless, within 30 Business Days after the date of receipt by Buyer of such Return and allocation, Buyer delivers to Seller a written request for explanation of items on or changes to such Return or claim allocation. If Buyer delivers such a request, then Buyer and Seller shall undertake in good faith to resolve the issues raised in such request prior to the due date (including the extension thereof) for refundfiling such Return. If Buyer and Seller are unable to resolve any issue within 10 Business Days from the date of receipt by Seller of the request for changes, determining a liability for Taxes then Seller and Buyer jointly shall engage the Neutral Accounting Firm to determine the correct treatment of the item or a right to refund of Taxes or items in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possessdispute. Each party shall make its employees of the Seller and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement Buyer shall bear all and pay one-half of the fees and other costs charged by the Neutral Accounting Firm. The determination of filing such Returnsthe Neutral Accounting Firm shall be final and binding on the parties hereto. (ive) Each In the case of each Straddle Period Return, not later than two Business Days before the due date (including any extension thereof) for payment of Taxes with respect to such Return, Seller shall pay to Buyer or the relevant Business Entity the portion of the Company, Newco, TCI and each Stockholder shall comply Taxes in connection with the Tax reporting requirements of such Return for which Seller is responsible pursuant to Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code7.2(a)(i).

Preparation and Filing of Tax Returns. (i) The CompanySubject to Section 2.3, if possibleSellers shall prepare, or otherwise the Stockholders shall cause to be prepared, and file or cause to be filed filed, all income tax reports and returns for any Pre-Closing Tax Returns Period, including the effects to the Company of the Section 338 Election and the income tax returns (federalFederal and State) to report the sale hereunder. When preparing the income tax reports and returns of the Company for any Pre-Closing Tax Period, stateSellers shall prepare such reports and returns in a manner consistent with prior years and determine the income, local gain, expenses, losses, deductions, and credits of the Company consistently with prior practices. With respect to any such income tax report or otherwisereturn, the Company shall provide to Sellers the information necessary to prepare such reports and returns no later than 60 days after the Closing Date. Sellers shall submit such reports and returns to Purchaser at least 30 days before filing them with the respective taxing authorities and Sellers shall permit Purchaser to inspect and comment upon such reports and returns and shall make such revisions to such returns as are reasonably requested by Purchaser. Purchaser will file 2012 payroll, sales, and/or property tax returns that become due after the Closing Date, if any, for the Company. Purchaser and the Company will prepare and file any non-income Tax return of the Company which is required to be filed after the Closing Date and which relates to any period (or portion thereof) up to and including the Closing Date, and Purchaser will, at least thirty (30) days before the due date of any Acquired Party such Return, deliver a draft copy to the Sellers. Within fifteen (15) days of the receipt of any such Return, the Sellers may reasonably request changes, in which event Purchaser and Sellers will attempt to agree on a mutually acceptable resolution of the issues in dispute. If a resolution is reached, such Return will be filed in accordance therewith. If a resolution is not reached, then at the expense of Purchaser and Sellers (such expense to be shared fifty percent by Purchaser and 50% by Sellers), such Return will be submitted to a firm of independent certified public accountants selected by Purchaser (which has not performed services for all Purchaser or its Affiliates at anytime during the preceding 24 months) and reasonably acceptable to the Sellers, which will be directed to resolve the issues in dispute and prepare the Return for filing. As soon as is practicable after notice from Purchaser to the Sellers at any time before the date any payment for Taxes attributable to any such Return is due, provided such Return is prepared for filing in accordance with the foregoing, Sellers will pay Purchaser and/or the Company an amount equal to the excess, if any, of (a) taxes that are due with respect to any taxable periods that end period pending on or before the Funding and Consummation Closing Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid Taxes that would have been due with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all a taxable periods period beginning before and ending after the Funding and Consummation DateClosing Date if such period had ended on the Closing Date over (b) the amount of such taxes of the Company with respect to such taxable period which are reflected as Current Tax Liabilities on Exhibit “I”. Unless otherwise noted herein, and shall permit the Stockholders for purposes of this Agreement an “Affiliate” of an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity (each a reasonable opportunity to review all “Person”) means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Returns for periods Person. The term “control” (including the Funding terms “controlled by” and Consummation Date prior to “under common control with”) means the filing thereof. (iii) Each party hereto shallpossession, and shall cause its Subsidiaries and Affiliates todirectly or indirectly, provide to each of the other parties hereto such cooperation power to direct or cause the direction of the management and information as any policies of them reasonably may request in filing any Returna Person, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning whether through the ownership and Tax basis of propertyvoting securities, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents by contract or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsotherwise. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders Seller shall file or cause to be filed all income Tax Returns tax returns (federalFederal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI RV Centers to review all such Tax Returns tax returns prior to such filingsfilings except with respect to information pertaining to members of a consolidated group other than the Company. Unless the Company is a C corporation, the Stockholders The Seller shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns tax returns to be duedue or otherwise attributable to such tax returns. (ii) TCI RV Centers shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanySeller shall be solely responsible for preparing and filing on a timely basis, if possiblefor all taxable periods ending on or before the Closing Date, all Tax Returns with respect to the income, Assets, operations, activities, status or otherwise other matters of any of the Stockholders Acquired Companies. Seller shall be solely responsible for and pay on a timely basis all Taxes shown due thereon. (b) If for federal, state, local or foreign tax purposes, the taxable period of any of the Acquired Companies does not terminate on the Closing Date, Buyer and Seller shall elect, to the extent permitted by applicable law, with the relevant taxing authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date, and such short taxable period shall be treated as ending on or before the Closing Date for purposes of this Agreement. Seller and Buyer shall jointly prepare (and Buyer shall file or cause to be filed on a timely basis), for all income Straddle Periods, all Tax Returns (federalwith respect to the income, stateAssets, local operations, activities, status or otherwise) other matters of any of the Acquired Party Companies. Seller shall be solely responsible for any Taxes shown due thereon to the extent attributable to the portion of such taxable period ending on the Closing Date, and shall pay such amount over to Buyer in immediately available funds no later than three business days prior to the due date of such Tax Return. Buyer shall be solely responsible for the balance of the Taxes shown as due thereon and for payment of all amounts shown as due thereon to the appropriate Governmental Body. Notwithstanding the foregoing, to the extent that Seller has made payments of estimated Taxes with respect to any of the Acquired Companies for any Straddle Period, Seller shall be entitled to reduce its payments to Buyer under this Section 9.3(b) by the aggregate amount of such payments and, to the extent that the aggregate amount of such payments exceeds Seller's Liability for Taxes for any Straddle Period, Buyer shall pay over to Seller the amount of such excess in immediately available funds no later than three Business Days prior to the due date of the Tax Return with respect to which the estimated Taxes were payable. (c) Buyer shall be solely responsible for preparing and filing all Tax Returns relating to any of the Acquired Companies for all taxable periods that end on or before beginning after the Funding Closing Date and Consummation Date, and shall permit TCI to review for paying all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) Taxes shown by such Returns to be duedue thereon. (iid) TCI shall file or cause If Buyer and Seller cannot agree as to be the amount of Taxes due with respect to any Tax Return filed all separate Returns offor any Straddle Period, or that includeas to the portion of such Taxes allocable to each of Buyer and Seller pursuant to Section 9.2(c) hereof, any Acquired Party for all taxable periods ending after Buyer and Seller shall jointly select a nationally recognized accounting firm (the Funding "Accounting Firm"), the determination of which regarding the resolution of the item(s) in dispute shall be binding on Buyer and Consummation Date, and shall permit Seller. If the Stockholders a reasonable opportunity Accounting Firm is unable to review all such Returns for periods including determine the Funding and Consummation Date proper resolution of the items in dispute prior to the filing thereof. five business days before the due date (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide after giving effect to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(aextensions) of the Code subject to gainTax Return at issue, if any, recognized on the receipt of cash or other property under Section 351(b) Tax Return shall be filed with the resolution of the Codeitem(s) in dispute as proposed by Buyer, and Seller shall be required to pay to Buyer in immediately available funds three business days prior to the due date of the Tax Return the amount determined by Seller to be due by Seller. Within five business days after the Accounting Firm has reached its determination, Buyer shall pay to Seller or Seller shall pay to Buyer, as the case may be, the amount of the overpayment or underpayment by Seller in immediately available funds with interest at a rate per annum equal to the Interest Rate, computed from the due date of the Tax Return.

Preparation and Filing of Tax Returns. (i) The Sole Member shall timely prepare or cause to be prepared and file or cause to be filed, at the Member’s expense, all Income Tax Returns for the Company with respect to any taxable period ending on or before the Effective Time (any such period, a “Pre-Closing Tax Period”) which are first due after the Closing Date, which Income Tax Returns shall be reasonably satisfactory to Parent. All such Tax Returns shall be prepared in accordance with applicable Law and the Company’s past practice (provided that such past practice is consistent with applicable Law). The Sole Member shall provide each such Tax Return to Parent for review and comment no later than 30 days before the due date of such Tax Return, if possibleand shall reflect any reasonable comments made by Parent thereto. The Sole Member shall pay to Parent an amount equal to all Taxes of the Company for any Pre-Closing Tax Period or pre-closing portion of any Straddle Period as determined in accordance with Section 6.1(b) hereof (any “Pre-Closing Taxes”) at least 10 days before the date on which Parent or the Company would be required to pay such Taxes. Subject to the Sole Member’s payment obligations in the preceding sentence, the Company shall pay all Taxes shown on all Income Tax Returns for any Pre-Closing Tax Period to the applicable Governmental Authority. (ii) Parent shall prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed all income any other Tax Returns of the Company for a Pre-Closing Tax Period and all Tax Returns of the Company for any Straddle Period (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date“Straddle Tax Returns”), and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and Parent shall permit the Stockholders a reasonable opportunity Sole Member to review all and comment on each such Returns for periods including the Funding and Consummation Date Tax Return prior to the filing thereof. (iii) Each party hereto shall, and filing. The Sole Member shall cause its Subsidiaries and Affiliates to, provide pay to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Parent an amount equal to the preceding sentence, each party Pre-Closing Taxes due with any Straddle Tax Returns at least 10 days before the date on which Parent or the Company would be required to file Returns pursuant to this Agreement shall bear all costs of filing pay such ReturnsTaxes. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanyParent shall prepare and file, if possible, or otherwise the Stockholders shall file or cause to be filed prepared and filed, all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before required to be filed by the Funding Surviving Corporation after the Closing Date. Parent shall prepare and Consummation Date, and shall permit TCI to review all file such Tax Returns in a manner consistent with past practice prior to Closing, unless such filingsinconsistency with prior practice is required pursuant to applicable law or regulations or Parent obtains the consent of the Representative (which consent shall not be unreasonably withheld). Unless Notwithstanding the Company is a C corporationforegoing sentence, the Stockholders Parent may, upon delivery of written notice to the Representative elect to cause all, but not less than all, of the following to occur: (i) the Parent shall pay or cause be permitted to prepare the relevant Tax Return in a manner inconsistent with past practice prior to Closing in respect of the items identified in the notice delivered to the Representative, and (ii) the Securityholders shall be paid irrevocably released from any liability for increased Taxes for any and all Tax liabilities periods arising out of or resulting from the preparation of any such Tax Return in a manner inconsistent with past practice prior to Closing. Immediately upon delivery of any such notice and without further action, the conditions set forth in items (i) and (ii) of the immediately preceding sentence shall be legally effective. (b) Any material Return for a Pre-Closing Tax Period or for a Straddle Tax Period shall be submitted to the Representative (together with schedules, statements and, to the extent required by such other party, supporting documentation) at least thirty (30) days prior to the due date (including extensions) of such Return. If the Representative objects to any item on any such Tax Return, it shall, within ten (10) Business Days after delivery of such Tax Return, notify Parent in excess writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. (i) If a notice of all amounts already paid with respect thereto objection shall be duly delivered, and if a change or properly accrued or reserved with respect thereto revision requested by the Representative could have the effect of increasing the Company’s Tax liability for any Tax period ending after the Closing Date, Parent and the Representative shall negotiate in good faith and use their Reasonable Efforts to resolve the treatment of such item on the Company Financial StatementsTax Return. If Parent and the Representative are unable to reach such agreement within five (5) shown Business Days after receipt by Parent of such Returns to notice, the treatment of such disputed item(s) shall be dueresolved by a final determination of the Independent Accounting Firm. (ii) TCI If a notice of objection shall file or cause be duly delivered, to be filed all separate the extent that the changes and revisions requested by the Representative would only affect the Company’s Tax liability for any Pre-Closing Tax Period, prior to filing such Tax Return, Parent shall make such changes and revisions to such Tax Returns of, or that include, any Acquired Party for all taxable periods ending after as requested by the Funding and Consummation DateRepresentative, and the procedure set forth in subsection (i) shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofbe inapplicable. (iiic) Each party hereto shallFor purposes of this Agreement, in the case of any Taxes that are payable for a Straddle Tax Period, the portion of such Tax that relates to the Pre-Closing Tax Period shall (i) in the case of any property or ad valorem Taxes, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and shall cause its Subsidiaries and Affiliates to, provide to each (ii) in the case of the any other parties hereto such cooperation and information as Tax (including any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for income Taxes or a right sales and use Taxes), be deemed equal to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations the amount which would by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available payable as computed on a mutually convenient “closing-of-the-books” basis at its cost to provide explanation of any documents or information so provided. Subject to if the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the relevant Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized period ended on the receipt of cash or other property under Section 351(b) of the CodeClosing Date.

Preparation and Filing of Tax Returns. (i) The CompanyMember Representative, if possibleat its sole expense, or otherwise the Stockholders shall file or cause to be prepared and timely filed with the relevant Taxing authorities all Tax Returns of the Company with respect to Pre-Closing Taxes, including the income Tax Returns relating to the Company’s short Taxable year beginning January 1, 2011 and ending in connection with the Closing (federalbut excluding Tax Returns relating to any Straddle Period and any amended Tax Returns). The Members and Merit shall pay or shall have paid (e.g., stateby the payment of estimated Taxes), local or otherwiseshall cause to be paid or shall have caused to be paid, all (A) Taxes due with respect to all income earned by the Company through the Adjustment Time and (B) all non-income Taxes of any Acquired Party for all taxable periods that end the Company due on or before the Funding Adjustment Time, except to the extent such non-income Taxes are payable upon the filing of a Tax Return relating to a Straddle Period and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless have been taken into account in finally determining the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueClosing Working Capital. (ii) TCI The Member Representative, at its sole expense, shall file or cause to be prepared and timely filed with the relevant Taxing authorities (A) all separate Tax Returns ofof Holdco that are required to be filed on or before the Adjustment Time and (B) all income Tax Returns of Holdco for all full Taxable years ending on or before December 31, 2010 (except any amended income Tax Returns) and for Holdco’s short Taxable year beginning January 1, 2011 and ending in connection with the Closing (except any amended income Tax Returns). Merit shall pay or shall have paid, or that includeshall cause to be paid or shall have caused to be paid, any Acquired Party for all taxable periods ending after Taxes of Holdco due on or before the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior Adjustment Time or due with respect to the filing thereofTax Returns described in the preceding sentence. (iii) Each party hereto shallAll Tax Returns referenced in clauses (a)(i) and (ii) shall be prepared in a manner consistent with the Company’s or Holdco’s past practices (as the case may be), and shall cause its Subsidiaries and Affiliates to, provide except as otherwise required by applicable Legal Requirements. At least twenty (20) days prior to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any such Tax Return, amended the Member Representative shall submit a copy of such Tax Return or claim to Buyer for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation Buyer’s review and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of propertyapproval, which such party may possess. Each party approval shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsnot be unreasonably withheld. (ivb) Each Buyer, at its sole expense, shall cause to be prepared and timely filed with the relevant Taxing authorities (i) all Tax Returns of the CompanyCompany with respect to any Straddle Period and (ii) other than the income Tax Returns described in clause (a)(ii)(B) above, Newco, TCI all Tax Returns of Holdco that relate to Taxable periods ending on or before the Adjustment Time but are required to be filed after the Adjustment Time or that relate to any Straddle Period. All Tax Returns referenced in clauses (b)(i) and each Stockholder (ii) shall comply be prepared in a manner consistent with the Company’s or Holdco’s past practices (as the case may be), except as otherwise required by applicable Legal Requirements. At least twenty (20) days prior to filing any such Tax reporting requirements Return, Buyer shall submit a copy of such Tax Return to the Member Representative for the Member Representative’s review and approval, which approval shall not be unreasonably withheld. The Members and Merit shall be liable for and shall promptly reimburse Buyer for the amount of unpaid Tax (after taking into account any estimated Taxes paid with respect to the Pre-Closing Tax Period) reflected on such Tax Returns (and, in the case of a Tax Return for a Straddle Period, attributable to the Pre-Closing Tax Period in the manner set forth in Section 1.351-3 12.02) except to the extent such Taxes are taken into account in finally determining the Closing Working Capital. Buyer shall not file any amended Tax Returns for the Company or Holdco with respect to any Taxable period ending on or prior to the Adjustment Time (including the income Tax Returns relating to the Company’s short Taxable year beginning January 1, 2011 and ending in connection with the Closing) or a Straddle Period without the prior written consent of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the CodeMember Representative (which consent shall not be unreasonably withheld).

Preparation and Filing of Tax Returns. (i) The Company, if possible, Company shall timely prepare and file (or otherwise shall cause to be timely prepared and filed) all Tax Returns that are required to be filed by or on behalf of the Stockholders Company or any of its Subsidiaries for any Pre-Closing Period that are due (taking into account extensions validly obtained) on or before the Closing Date and the Company shall file pay all Taxes due with respect to such Tax Returns. The Company shall (i) prepare (or cause to be filed all income prepared) such Tax Returns consistent with this Agreement and past practice and (federal, state, local ii) provide copies of any income or otherwiseother material Tax Returns to Parent at least thirty (30) days prior to the due date (including extensions) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueReturns. (ii) TCI Except for any Tax Returns required to be prepared and filed (or caused to be prepared and filed) pursuant to Section 7.03(a)(i), Parent shall timely prepare and file (or shall cause to be timely prepared and filed) all Tax Returns that are required to be filed by or on behalf of the Company or any of its Subsidiaries for any Pre-Closing Period that are due (taking into account valid extensions) after the Closing Date and for any Straddle Period, the reasonable third-party costs and expenses of which shall be borne by the Securityholders (and paid from the Indemnification Escrow Account). Parent shall (i) prepare (or cause to be filed all separate prepared) such Tax Returns ofconsistent with this Agreement and, or that include, any Acquired Party for all taxable periods ending after in the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all case of such Tax Returns for periods including the Funding Pre-Closing Period, past practice and Consummation Date (ii) provide copies of any income or other material Tax Returns to the Representative for its review and comment at least forty-five (45) days prior to the filing thereof. due date (iiiincluding extensions) Each party hereto shallof any such Tax Returns. In the event that the Representative reasonably objects to any item or items in such proposed Tax Returns at least twenty-five (25) days prior to the due date (including extensions) of such Tax Return, and Parent shall cause its Subsidiaries and Affiliates to, provide revise such Tax Returns to each reflect the comments of the other parties hereto Representative to the extent Parent agrees with such cooperation comments. In the event that the Representative and information as any Parent are unable to resolve such comments at least ten (10) days prior to the due date (including extensions) of them reasonably may request in filing any such Tax Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information such dispute shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations be resolved by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject Dispute Resolution Arbiter prior to the preceding sentence, each party required due date (including extensions) of such Tax Return. Parent shall timely remit (or cause to file be timely remitted) to the relevant Governmental Entity any Taxes due with respect to Tax Returns described in this Section 7.03(a)(ii); provided that Parent shall be entitled to indemnification for any amount for which the Securityholders are responsible with respect to such Tax Return pursuant to this Agreement shall bear all costs of filing such ReturnsSection 7.03(b). (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanyCompany shall prepare, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Dateprepared, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporationfile, the Stockholders shall pay or cause to be paid filed, all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, the Company or any Acquired Party for of its Subsidiaries that are due on or before the Closing Date. The Company shall pay prior to the Closing Date all taxable periods ending after the Funding and Consummation DateTax liabilities shown by such Tax Returns to be due. The Parent shall prepare, or cause to be prepared, and shall permit file, or cause to be filed, all Tax Returns of the Stockholders Company and its Subsidiaries that are due after the Closing Date. With respect to any Tax Return of the Company or any of its Subsidiaries that begins on or before and ends after the Closing Date (a reasonable opportunity “Straddle Period”), the Parent shall deliver a copy of such Tax Return to review all such Returns for periods including the Funding and Consummation Date Company Stockholder Representative at least 30 calendar days prior to the due date (giving effect to any extension thereof), accompanied by an allocation between the Pre-Closing Period and the Post-Closing Period, in accordance with the principles of Section 8.5, of the Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on the parties hereto, unless, within thirty (30) calendar days after the date of receipt by the Company Stockholder Representative of such Tax Returns and allocation, the Company Stockholder Representative delivers to the Parent a written request for changes to such Tax Returns or allocation. If the Company Stockholder Representative delivers such a request, then the Company Stockholder Representative and the Parent shall undertake in good faith to resolve the issues raised in such request prior to the due date (including any extension thereof) for filing such Tax Return. If the Company Stockholder Representative and the Parent are unable to resolve any issue by the earlier of (i) ten (10) calendar days after the date of receipt by the Parent of the request for changes, or (ii) ten (10) calendar days prior to the due date (including any extension thereof. ) for filing of the Tax Return in question, then the Company Stockholder Representative and the Parent shall engage jointly an independent accounting firm to determine the correct treatment of the item or items in dispute. Each of the Company Stockholder Representative and the Parent shall bear and pay one-half of the fees and other costs charged by such independent accounting firm. The determination of the independent accounting firm shall be final and binding on the parties hereto. If the independent accounting firm is unable to make its determination with respect to any disputed item prior to the due date (iiiincluding any extension thereof) Each party hereto shallfor filing such Tax Return, then the Parent may treat the item, for purposes of filing the Tax Return, as it determines in its sole discretion, and shall may cause its Subsidiaries and Affiliates tothe Tax Return to be filed. However, provide to each of in such a case, the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party independent accounting firm shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject determination with respect to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each disputed items and the determination of the Company, Newco, TCI and each Stockholder independent accounting firm shall comply with control the Tax reporting requirements of Section 1.351-3 rights of the Treasury Regulations promulgated parties under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codethis Agreement.

Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders CTI and Seller shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party the Target Entities for all taxable periods that end on or before the Funding Closing Date. CTI and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders Seller shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Tax Returns to be duedue (other than income Taxes to the extent specifically reserved for on the Closing Balance Sheet and any schedules thereto.) (ii) TCI Buyer shall file or cause to be filed all separate Tax Returns of, or that include, any Acquired Party of the Target Entities for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto With respect to any Tax Return of a Target Entity for a taxable period that begins on or before and ends after the Closing Date (a "Straddle Period Return"), Buyer shall deliver a copy of such Tax Return to CTI at least 45 calendar days prior to the due date therefore (giving effect to any extension thereof), accompanied by an allocation between the Pre-Closing Period and the Post-Closing Period of any Taxes shown to be due on such Tax Return based on sub-paragraph (v) of this Section 5.12(a). Such Tax Return and allocation shall be final and binding on CTI, unless, within 20 calendar days after the date of receipt by CTI of such Tax Return and allocation, CTI delivers to Buyer a written request for changes to such Tax Return or allocation. Buyer shall adopt and incorporate in said returns changes reasonably requested by CTI. In the event that Buyer disagrees with CTI's written request for changes, it shall notify CTI in writing no more than five calendar days after its receipt of CTI's written request for changes. If CTI shall, and shall cause within five calendar days after its Subsidiaries and Affiliates toreceipt of notification of Buyer's disagreement, provide Buyer with an opinion of an independent accounting firm reasonably satisfactory to each of CTI and Buyer that substantial authority exists for the other parties hereto such cooperation and information as any of them reasonably may request in filing any Returnposition advocated by CTI, amended Buyer shall prepare the Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together consistent with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations the changes suggested by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsCTI. (iv) Each In the case of each Straddle Period Return, not later than (i) five Business Days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute, five Business Days after the resolution thereof either by mutual agreement of the Companyparties or by a determination of an independent accounting firm reasonably satisfactory to CTI and Buyer, Newco, TCI and each Stockholder CTI shall comply with pay or cause to be paid to Buyer the Tax reporting requirements of Section 1.351-3 portion of the Treasury Regulations promulgated under Taxes set forth on such Tax Return that are allocable to the CodePre-Closing Period that has not been previously paid by CTI to Buyer or to the appropriate taxing authority, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made prior to the Closing Date in respect of such Taxes, whether as estimated Taxes or otherwise, and treat net of any income Taxes to the transaction as extent specifically reserved for on the Closing Balance Sheet and any schedules thereto. (v) Taxes arising in a taxtaxable period of a Target Entity that includes but does not end on the Closing Date shall be allocated between the Pre-free contribution under Section 351(a) Closing Period and the Post-Closing Period on the basis of an interim closing of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) books method as of the Codeend of the Closing Date. For purposes of this Agreement, any Tax resulting from the departure of a Target Entity from a Relevant Group prior to the Closing Date is attributable to the Pre-Closing Period. (vi) With respect to any Tax Return of CTI or Seller for a taxable period that ends before or which includes the Closing Date, CTI or Seller, respectively, shall deliver a copy of such Tax Return to Buyer at least 45 calendar days prior to the due date therefor (giving effect to any extension thereof). Buyer may review such Tax Return and deliver to CTI or Seller, respectively, any comments it may have with respect to such Tax Return within 20 calendar days after the date of receipt by Buyer of such Tax Return.

Preparation and Filing of Tax Returns. (ia) The Company, if possible, or otherwise the Stockholders Sellers shall prepare and file or cause to be prepared and filed all income Group Returns for any Pre-Closing Tax Period of an Acquired Company. All such Group Returns (federalshall, state, local or otherwise) of any in so far as they relate to an Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and Company be prepared in a manner consistent with prior Group Returns unless required by applicable Tax law. Purchaser shall permit TCI be permitted to review all and comment the Pre-Closing Tax Period data, information and filing positions of an Acquired Company included in any Group Return, but only to the extent that Sellers are taking a position that is inconsistent with prior Group Returns and such change could reasonably be expected to result in an increase in the Tax liability of the Purchaser for a Post-Closing Tax Period. In such a case, except as described in Section 9.3(d) below, Sellers shall revise such Group Returns prior to for such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown revisions that are reasonably requested by such Returns to be duePurchaser. (iib) TCI Purchaser shall prepare and file or cause to be prepared and filed all separate Tax Returns ofof the Acquired Companies with respect to any Post-Closing Tax Period (provided that Straddle Tax Period Tax Returns shall be filed as provided in Section 9.3(c)). Sellers shall be permitted to review and comment on any such Tax Return of the Acquired Companies (or portions of such Tax Returns that include any of the Acquired Companies) only to the extent that the Purchaser or any of the Acquired Companies has taken a position on such Tax Return that could reasonably be expected to result in an increase in the liability of Sellers or any of their Affiliates. In such a case, except as described in Section 9.3(d) below, Purchaser shall revise such Tax Returns for such revisions that are reasonably requested by Sellers. (c) Purchaser also shall prepare or that include, cause to be prepared all Tax Returns of the Acquired Companies with respect to any Acquired Party for all taxable periods ending after the Funding and Consummation Date, Straddle Tax Period and shall permit the Stockholders submit such Tax Returns to Sellers for review and approval, permitting Sellers a reasonable opportunity period for such review and approval prior to review all the required filing date. All such Tax Returns for periods including a Straddle Tax Period shall be prepared in a manner consistent with prior Tax Returns unless otherwise required by Law. Except as described in Section 9.3(d) below, Purchaser shall revise such Tax Returns for such changes as are reasonably requested by Sellers. (d) If Sellers and Purchaser are unable to resolve a disagreement with respect to any Tax Returns of the Funding and Consummation Date Acquired Companies described in Sections 9.3(a) through (c) above, then the matter in dispute shall be resolved as soon as practicable by an independent accounting firm or, if the disagreement involves valuation, a nationally recognized appraisal firm mutually satisfactory to the parties (but in no event less than thirty (30) days prior to the filing thereof. of such Tax Return (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of propertyincluding extensions), which such party may possessresolution shall be binding and conclusive upon Purchaser and Sellers without further appeal therefrom. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation pay 50% of any documents or information so providedthe costs of such dispute. Subject to the preceding sentence, each The party required to sign a Tax Return for a Straddle Period shall sign and file the approved Tax Return and receive reimbursement from the other party in accordance with this Agreement. Purchaser shall not and shall not permit any Acquired Company to amend or revoke any Tax Returns (or notifications or elections relating thereto) with respect to the Acquired Companies, other than those Tax Returns for any Post-Closing Tax Period that would not reasonably be expected to result in an increase in a liability to the Seller, without the consent of Seller. (e) Sellers shall as soon as reasonably practicable after the Closing and, in any event no less than thirty (30) days before the expiration of the time limit for submission of the joint election to HM Revenue & Customs in the United Kingdom (the “Time Limit”) send the UK Elections, duly executed by PGxHoldings Inc., to the Purchaser who shall procure that Cogenics duly executes the UK Elections and, prior to the expiration of the Time Limit, files them with the relevant officers of HM Revenue & Customs who deal with Cogenic’s UK corporation tax returns and PGxHoldings Inc’s UK corporation tax returns. In the event that a UK Election is not delivered to the Purchaser in compliance with this Section 9.3(e), Sellers shall be liable for all Taxes arising under section 179 of the UK Taxation of Chargeable Gains ▇▇▇ ▇▇▇▇ or paragraphs 58 or 60 of Schedule 29 of the UK Finance ▇▇▇ ▇▇▇▇ in respect of any Chargeable Assets held by any Acquired Company, which arise or accrue as a result of Parent’s sale of Cogenics to Purchaser pursuant to this Agreement shall bear all costs of filing such ReturnsAgreement. (ivf) Each For purposes of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.this Agreement:

Preparation and Filing of Tax Returns. (i) The Company, if possible, Seller shall prepare or otherwise the Stockholders shall cause to be prepared and file or cause to be filed when due all income Tax Returns that are required to be filed by Seller or the Acquired Companies that (federal, state, local or otherwiseA) of any Acquired Party for all taxable periods that end are due on or before the Funding Closing Date and Consummation (B) for taxable years or periods ending on or before the Closing Date, and shall permit TCI . With respect to review all any such Tax Returns that are filed after the Closing Date, not less than twenty-five (25) days prior to the due date for the filing of such filings. Unless the Company is a C corporationTax Return, the Stockholders such Tax Returns shall pay or cause be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Purchaser for Purchaser’s review and with respect to any non- income Tax Return, with Purchaser’s consent (such consent not to be paid all unreasonably conditioned, delayed or withheld), Purchaser’s (or one of its Affiliates’) filing of such Tax liabilities Return. If Purchaser refuses to provide its consent (because Purchaser and Seller are unable to resolve any dispute relating to any such non-income Tax Return), Purchaser and Seller shall submit any such dispute to the Independent Accounting Firm to resolve in excess of all amounts already paid accordance with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueSection 2.3, mutatis mutandis. (ii) TCI shall file or cause Any Tax Return required to be filed all separate Returns ofby Purchaser relating to any Straddle Period shall be submitted (with copies of any relevant schedules, or that include, any Acquired Party work papers and other documentation then available) to Seller for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to Seller’s review all such Returns for periods including the Funding and Consummation Date not less than twenty-five (25) days prior to the due date for the filing thereof. of such Tax Return. Unless otherwise required by applicable law, such Tax Returns shall be prepared in a manner consistent with past practice of the Acquired Companies. Seller shall have the option of providing to Purchaser, at any time at least fifteen (iii15) Each party hereto days prior to the due date, comments as to the manner in which any, or all, of the items for which it may be liable hereunder shall be reflected on such Tax Return. Purchaser shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto in preparing such cooperation and information as any of them reasonably may request in filing any Tax Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or reasonably consider in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which good faith such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnscomments. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (i) The CompanySellers shall, if possibleat Sellers’ sole cost and expense, or otherwise the Stockholders shall file prepare, or cause to be filed prepared all income Pre-Closing Period Tax Returns (federalexcluding, statefor the avoidance of doubt, local Pre-Closing Period Tax Returns related to a Straddle Period) required to be filed by or otherwise) on behalf of the Company the due date of which is after the Closing Date (including any extensions). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company (and without a change of any Acquired Party for all taxable periods that end on election or before the Funding and Consummation Dateany accounting method), and except as may be required by applicable Law. Sellers shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay deliver or cause to be paid delivered drafts of all such Pre-Closing Period Tax liabilities Returns to Buyer for its review and comment at least thirty (30) days (or, in the case of non-income Tax Returns that are due within thirty (30) days following the Closing Date, such shorter period as is reasonably practicable under the circumstances) prior to the due date of any such Pre-Closing Period Tax Return and shall consider in good faith any comments received from Buyer at least five (5) days (or, in the case of non-income Tax Returns that are due within thirty (30) days following the Closing Date, such shorter period as is reasonably practicable under the circumstances) prior to filing of such Pre-Closing Period Tax Return. Sellers shall pay all Taxes due and payable in respect of all Pre-Closing Period Tax Returns of the Company; provided, however, if any Pre-Closing Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by Buyer (including, for the avoidance of doubt, any Tax Return to be filed by the Company), Sellers shall pay (in excess immediately available funds) to Buyer the amount of all amounts already paid Taxes due and payable with respect thereto to such Pre-Closing Period Tax Return (determined pursuant to this Section 7.4) no later than three (3) Business Days prior to the earlier of the date such Pre-Closing Period Tax Return is filed or properly accrued the due date of such Pre-Closing Period Tax Return (except to the extent such Taxes were paid prior to the Closing Date or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be duewere included in Indebtedness or Working Capital, as finally determined). (ii) TCI shall file Buyer shall, at the Company’s expense, prepare and timely file, or cause to be filed prepared and timely filed, all separate Straddle Period Tax Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file be filed by the Company. All Straddle Period Tax Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each be prepared and filed in a manner that is consistent with the prior practice of the Company, Newcoexcept as may be required by applicable Law. Buyer shall deliver or cause to be delivered drafts of all Straddle Period Tax Returns to Sellers for their review at least thirty (30) days (or, TCI and each Stockholder shall comply in the case of non-income Tax Returns that are due within thirty (30) days following the Closing Date, such shorter period as is reasonably practicable under the circumstances) prior to the due date of any such Straddle Period Tax Return with the Tax reporting requirements an allocation of Section 1.351-3 Sellers’ portion of the Treasury Regulations promulgated Straddle Period Taxes due with respect to such Tax Returns (determined pursuant to this Section 7.4) and shall consider in good faith any comments received from Sellers at least five (5) days (or, in the case of non-income Tax Returns that are due within thirty (30) days following the Closing Date, such shorter period as is reasonably practicable under the Code, and treat the transaction as a tax-free contribution under Section 351(acircumstances) prior to filing of such Straddle Period Tax Return. Sellers shall pay (in immediately available funds) to Buyer Sellers’ portion of the Code subject Stradde Period Taxes due and payable with respect to gain, if any, recognized on any such Straddle Period Tax Return no later than three (3) Business Days prior to the receipt of cash or other property under Section 351(b) earlier of the Codedate such Straddle Period Tax Return is filed or the due date of such Straddle Period Tax Return (except to the extent such Taxes were paid prior to the Closing Date or were included in Indebtedness or Working Capital, as finally determined). The preparation and filing of any Tax Return of the Company that does not relate to a Tax period ending on or before the Closing Date or to a Straddle Period shall be exclusively within the control of Buyer.

Preparation and Filing of Tax Returns. (i) The CompanyStockholders shall have the right and obligation to timely prepare and file, if possibleand cause to be timely prepared and filed, when due any 1998 and 1999 federal and state income Tax Return of the Company or otherwise any Subsidiary for any period ending prior to the Closing Date, including, without limitation, all final Returns of the Company as an "S Corporation" or any Subsidiary which is classified as a "qualified subchapter S subsidiary" as such terms are defined in Section 1361 of the Code (hereinafter, "S Corporation" and "QSSS," respectively) for the period beginning on the first day of the fiscal year of the Company or a Subsidiary, as the case may be, in which the Closing occurs through and including the day before the Closing Date. Such Returns shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method and shall be submitted by the Stockholders to Buyer (together with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date (with regard to extensions) for such Returns. Buyer shall have the right to review all work papers and procedures used to prepare any such Return. If Buyer within 10 business days after delivery of any such Return notifies the Stockholders in writing that it objects to any item in such Return because the treatment of such item has no reasonable basis, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Return) by a nationally recognized independent accounting firm chosen by and mutually acceptable to both Buyer and the Stockholders (an "Accounting Referee"). The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and the Stockholders. Upon resolution of all such items, the relevant Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. Buyer and the Stockholders shall file or cooperate to the end that any such Returns are filed when due (taking into account any extension of a required filing date) and Buyer shall thereupon cause to be filed all income Tax Returns (federal, state, local or otherwise) an officer of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company to sign any such Returns. To the extent that tax accounting for any item is a C corporationspecified in this Agreement, such tax accounting shall be binding upon the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be dueAccounting Referee. (ii) TCI Buyer shall file or have the right and obligation to timely prepare and file, and cause to be filed timely prepared and filed, when due, all separate other Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party are required to file Returns pursuant to this Agreement shall bear all costs of filing such Returnsbe filed by the Company or any Subsidiary. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all Federal, state, provincial, local and foreign Tax Returns in respect of the Conveyed Subsidiaries, their Subsidiaries and the Asset Selling Corporations, their assets or activities that (i) The Company, if possible, are required to be filed (taking into account extensions) on or otherwise before the Stockholders Closing Date or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates or (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any tax period ending on or before the Closing Date or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all income other Tax Returns (federalrequired of the Conveyed Subsidiaries and their Subsidiaries, state, local or otherwise) in respect of any Acquired Party for all taxable their assets or activities. Any such Tax Returns that include periods that end ending on or before the Funding and Consummation Closing Date or that include the activities of the Conveyed Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, and shall permit TCI to review all be on a basis consistent with the last previous such Tax Returns prior to filed in respect of the Conveyed Subsidiaries or their Subsidiaries or such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities Asset Selling Corporation (in excess of all amounts already paid with respect thereto to the Business), unless Pfizer or properly accrued or reserved with Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause any Tax Return required to be filed all separate Returns ofby the Purchaser for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), or that includethe Purchaser shall deliver, any Acquired Party at least 20 days prior to the due date for all taxable periods ending after the Funding filing of such Tax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Section 5.4(g)(i) and Consummation Date, (iii) and copies of such Tax Return. Pfizer shall permit have the Stockholders a reasonable opportunity right to review all such Returns for periods including Tax Return and the Funding and Consummation Date statement prior to the filing thereof.of such Tax Return. Pfizer and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and statement and mutually to consent to the filing as promptly as possible of such Tax Return. Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for (iiia) Each party hereto shallwithout the prior written consent of Pfizer. Notwithstanding any provision of this Agreement, and shall (a) Pfizer may cause its Subsidiaries and Affiliates toan election pursuant to IRS Treas. Reg. Sec. 301.7701-3 to be filed, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining effective from a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis date at its cost to provide explanation of any documents or information so provided. Subject least 10 days prior to the preceding sentenceClosing Date, each party required for Valleylab Australia Pty. Ltd. to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction be treated as a tax-free contribution branch of Valleylab Inc.; and (b) Purchaser may opt, by notice to Pfizer at least 45 days prior to the Closing Date, to make an election under Section 351(a338(g) of the Code subject with respect to gainits purchase of the Conveyed Subsidiaries and their Subsidiaries but Purchaser shall be solely responsible for, if anyand shall pay, recognized on any and all Taxes resulting from such Section 338 election and shall indemnify Pfizer (in the receipt of cash or other property under manner provided herein) with respect to such Taxes. In the event that Purchaser does not opt to make such a Section 351(b338 election with respect to Valleylab Inc., Pfizer and Purchaser agree that an election shall be jointly made by Pfizer and Purchaser pursuant to Section 338(h)(10) of the CodeCode with respect to the acquisition by Purchaser of the stock of Valleylab Inc. Pfizer shall be solely responsible for, and shall pay, any and all Taxes resulting from such election and shall indemnify Purchaser (in the manner provided herein) with respect to such Taxes.

Preparation and Filing of Tax Returns. (ia) The CompanySeller shall prepare all Tax Returns, if possibleother than U.S. Tax Returns, or otherwise for the Stockholders shall file or cause Companies and the Alba Companies to be filed for calendar year 2001 in accordance with all income relevant Laws, including those Tax Returns for which the due date is after the Closing. At least 30 days prior to the due date (federal, state, local or otherwiseincluding extensions) of each such Tax Return, Seller shall deliver to Buyer for Buyer's review a copy of such Tax Return. If the amount of Tax shown to be due on such Tax Return exceeds the amount reflected as a liability for such Tax on the Settlement Statement, Seller shall pay to Buyer the amount of such excess Tax not less than five days prior to the due date of such Tax Return, or if the amount of Tax shown to be due on such Tax Return is less than the amount reflected as a liability for such Tax on the Settlement Statement, Buyer shall pay to Seller the difference not less than five days prior to the due date of such Tax Return. Buyer shall cause the Companies and the Alba Companies to file timely such Tax Return with the appropriate Governmental Authority and to pay timely the amount of Taxes shown to be due on such Tax Return. Buyer shall prepare all Tax Returns of the Companies and the Alba Companies for calendar year 2002, although it is understood that Seller shall prepare any Acquired Party Tax Return required to be filed between the date of this Agreement and Closing as necessary. Buyer shall be responsible for all taxable periods Taxes of the Companies and the Alba Companies for calendar year 2002. However, it is expressly understood that end on or before Seller shall be liable for all Taxes associated with the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown transactions contemplated by such Returns to be duethis Agreement. (iib) TCI shall file or cause Any Tax Return to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior prepared pursuant to the filing thereofprovisions of this Article VII shall be prepared in a manner consistent with practices followed in prior years which are in accordance with applicable Laws, except for changes required by changes in Law. (iiic) Each party hereto shall, and Seller shall cause its Subsidiaries the Companies and Affiliates tothe Alba Companies not to make, provide to each revoke or amend any Tax election that would affect the period after the Closing (other than any election that must be made periodically and that is made consistently with past practice) without the prior consent of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such ReturnsBuyer. (ivd) Each The Buyer Indemnified Parties shall not take any action, or allow the Companies or the Alba Companies to take any action, on or after the Closing Date, that would increase the liability of Seller or its direct or indirect shareholders for Taxes during the Companyperiod of time prior to or ending on the Closing Date; provided, Newcohowever, TCI and each Stockholder that nothing in this Section 7.01(d) shall comply with prevent the Tax reporting requirements Buyer Indemnified Parties from making any election under Sections 754 or 761 of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat Seller shall consent to and cooperate with the transaction as a tax-free contribution under Buyer Indemnified Parties in making any such Section 351(a754 elections for periods beginning on or after January 1, 2002. (e) Seller shall be responsible for any Transfer Taxes. (f) The Adjusted Purchase Price shall be allocated among the assets of the Code subject to gain, if any, recognized on Companies and the receipt of cash or other property under Alba Companies in the manner required by Section 351(b) 1060 of the Code. To facilitate such allocation, Buyer shall deliver to Seller, not later than December 1, 2001, a schedule setting forth Buyer's proposed allocation of the Base Purchase Price. Buyer and Seller shall use Reasonable Efforts to agree upon a final allocation of the Adjusted Purchase Price, not later than 120 days after Closing. Buyer and Seller shall timely file IRS Form 8594 with respect to the transactions contemplated by this Agreement. (g) For U.S. Tax purposes, Seller intends to effect a liquidation or deemed liquidation of CMS International prior to the Closing Date such that, for U.S. Tax purposes, the transactions contemplated by this Agreement will be a sale of assets by Seller on the Closing Date. Buyer and Seller acknowledge that, for U.S. Tax purposes, the transactions contemplated by this Agreement are treated as closed and completed on the Closing Date, and that all items determined by reference to dates other than the Closing Date are for administrative convenience and shall be treated for U.S. Tax purposes, if applicable, as adjustments to the Purchase Price, and the Parties agree to file their respective U.S. Tax Returns in a manner consistent with this treatment. For U.S. Tax purposes, Buyer and Seller shall report their respective allocable shares of the items of income, gain, loss, deduction and credit of the Alba Companies based on an interim closing of the books as of January 3, 2002.

Preparation and Filing of Tax Returns. Purchaser shall prepare (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be prepared) and file (or cause to be filed) each Tax Return required to be filed all income by the Companies after the Closing Date for a taxable period beginning before the Closing Date. To the extent any Tax Returns shown as due on such Tax Return is payable by the Sellers (federaltaking into account indemnification obligations hereunder), statesuch Tax Return shall be provided to the Sellers at least thirty (30) days prior to the due date for filing such return (or, local if required to be filed within thirty (30) days of the Closing Date, as soon as possible following the Closing Date); and the Sellers shall have the right to review and consent to such Tax Return, which consent shall not be unreasonably withheld, conditioned or otherwisedelayed. If the Sellers dispute any item on such Tax Return, they shall notify Purchaser of such disputed item (or items) and the basis for their objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm of international reputation mutually acceptable to Purchaser and Sellers (the “Independent Accounting Firm”). The parties shall cause the Independent Accounting Firm to submit a report to Purchaser and Sellers with a determination regarding the remaining disputed items, within thirty (30) days after submission of the matter, and such report shall be final, binding and conclusive on Purchaser and Sellers. The fees and expenses of the Independent Accounting Firm shall be borne equally by the Sellers on the one hand and the Purchaser on the other hand. The failure of the Sellers to propose any Acquired Party for all taxable periods that end changes to any such Tax Return within fifteen (15) days of receipt thereof shall constitute consent. The Sellers shall pay to Purchaser, on or before the Funding and Consummation Datedue date thereof, and shall permit TCI to review all the amount of Taxes shown as due on such Tax Returns prior to such filingsthat are payable by the Sellers (taking into account indemnification obligations hereunder). Unless The Sellers shall not take any position, make any election, adopt any method or take any action inconsistent with (i) the Company is a C treatment of Northstar as an S corporation, effective January 1, 2007, through the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. Closing, for federal and applicable state and local income tax purposes, and (ii) TCI shall file the treatment of Southstar and M&S as partnerships or cause to be filed all separate Returns of, or that include, any Acquired Party entities disregarded from their owners for all taxable periods ending after the Funding federal and Consummation Date, applicable state and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereoflocal income tax purposes. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (a) Seller shall timely prepare and file or shall cause to be timely prepared and filed: (i) The Companyany combined, if possibleconsolidated, unitary or similar Tax Return that includes the Acquired Company and Seller or any of its Affiliates; (ii) any other Tax Return for any Income Tax of the Acquired Company for any Pre-Closing Tax Period other than a Pre-Closing Tax Period which is included within a Straddle Period; and (iii) any other Tax Returns with respect to the Business which are due prior to the Closing Date (taking into account valid extensions of the time to file). Purchaser shall not (and shall not cause the Acquired Company to) amend or revoke such Tax Returns (or any notification or election relating thereto). (b) Except as permitted by this Agreement or required by applicable Law, Seller shall not take, and shall procure that after the Closing Date none of its Affiliates will take, any action, or otherwise omit to take any action, that could result in any increase or acceleration in the Stockholders shall due date in connection with the Taxes of the Acquired Company. (c) Purchaser shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 14.2(a), timely prepare and file or shall cause to be timely prepared and filed all income Tax Returns with respect to the Acquired Company and the Purchased Assets (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such other than Tax Returns prior of Seller or any of its Subsidiaries excluding the Acquired Company). For any Tax Return of the Acquired Company that relates to such filings. Unless a Pre-Closing Tax Period and that is the Company is a C corporationresponsibility of Purchaser under this Section 14.2(c), the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto Purchaser shall, and shall cause its Subsidiaries and Affiliates to, provide to each prepare such Tax Return in a manner consistent with past practices of the other parties hereto Acquired Company and with respect to the Purchased Assets and in the case of any Income Tax or Property Tax, Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such cooperation and information as any proposed Tax Return (accompanied, in the case of them reasonably may request in filing any a Straddle Period Tax Return, amended 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) at least thirty Business Days prior to the due date (giving effect to any validly obtained extensions) thereof. Purchaser shall reflect in good faith any comments received from Seller within ten Business Days following Seller’s receipt of such Tax Return. Purchaser shall not amend or revoke any Straddle Period Tax Return (or claim any notification or election relating thereto) without Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser shall promptly reimburse Seller for refund, determining a liability for Taxes or a right to refund any overpayment of Taxes or in conducting any audit or other proceeding in with respect to a Pre-Closing Tax Period, including by reason of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation payment of any documents estimated Taxes by Seller or information so providedits Affiliates. Subject For purposes of this Section 14.2(c), Seller shall not be deemed to unreasonably withhold, condition or delay approval or consent if such approval or consent may have the preceding sentence, each party required to file Returns pursuant to effect of increasing Seller’s indemnification liability under this Agreement shall bear all costs of filing such Returnsor otherwise result in a cost, not reimbursed by Purchaser, to Seller or its Affiliates. (ivd) Each The parties shall provide each other with such powers of the Companyattorney or other authorizing documentation as are reasonably necessary to authorize them to execute and file Tax Returns they are responsible for under this Agreement, Newco, TCI file refund and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated equivalent claims for Taxes they are responsible for under the Codethis Agreement, and treat the transaction as a tax-free contribution contest, settle, and resolve any audits and disputes over which they have control under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codethis Article XIV.

Preparation and Filing of Tax Returns. (i) The CompanyAt the expense of the Surviving Corporation, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party tax returns for the Company for all taxable periods that end on or before the Funding Closing Date, but in each case only after furnishing Metals a copy of the return to be filed at least five business days before the filing thereof. All such filings shall be consistent with the Company's filings for the three preceding years except for the Company's current year election to be treated as a dealer in securities pursuant to Internal Revenue Code Section 475. The Stockholders shall control all matters pertaining to income taxes and Consummation Datereturns for periods when the Company was an S corporation for tax purposes, including, without limitation, audits and refund claims, and shall permit TCI to review be solely responsible for any and all income taxes owed, but shall not amend any return without the consent of Metals, which consent shall not be unreasonably withheld. In the event of an audit, Company shall bear the expenses of such Tax Returns prior to such filings. Unless audit, including any appeal within the Company is a C corporationapplicable tax authority, the but Stockholders shall pay or cause to be paid all Tax liabilities (in excess bear the costs of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by any litigation resulting from such Returns to be dueaudit. (ii) TCI Metals shall file or cause to be filed all separate Returns of, or that include, any Acquired Party other tax returns for all taxable periods ending after the Funding Surviving Corporation and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereofCompany. (iii) Each party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Returntax returns, amended Return tax returns or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returnstax returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party Metals and the Surviving Corporation shall make its their employees and independent certified public accountants reasonably available on a mutually convenient basis at its their cost to provide explanation of any documents or information so provided. Subject to Metals and the preceding sentence, each party required to file Returns pursuant to this Agreement Surviving Corporation shall bear all costs of filing such Returnstax returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

Preparation and Filing of Tax Returns. (ia) The CompanySeller will prepare or cause to be prepared, if possibleand, or otherwise to the Stockholders shall extent permitted by law, file or cause to be filed filed, (i) all income consolidated, combined, or unitary Income Tax Returns (federal, state, local or otherwiseincluding Chilean Income Tax Returns) of Seller or any Acquired Party of its Tax Affiliates or former Tax Affiliates that include the Company and which are listed on Schedule 9(a)(i) hereto, (ii) all Income Tax Returns (including Chilean Income Tax Returns) required to be filed by or on behalf of the Company or the Chilean Partnership for all taxable periods that end ending (including by reason of any election under Section 3 hereof) on or before the Funding Closing Date and Consummation Datewhich are listed on Schedule 9(a)(ii) hereto and all Chilean Income Tax Returns for any such periods, and shall permit TCI to review (iii) all such other Tax Returns prior (including Chilean Income Tax Returns) required to such filings. Unless be filed by or on behalf of the Company is or the Chilean Partnership on or before the Closing Date in a C corporation, manner consistent with the Stockholders shall pay Company's and the Chilean Partnership's past Tax accounting practices. (b) Buyer will prepare or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall prepared, and file or cause to be filed filed, all separate Tax Returns ofof the Company other than those set forth in Section 9(a) hereof. Buyer will prepare all Tax Returns of the Company for Straddle Periods including, or but ending after, the Closing Date ("Straddle Period Returns") in a manner consistent with the Company's past Tax accounting practice, to the extent permitted by law, and, in the absence thereof, reasonable Tax accounting practices selected by Buyer; provided, however, that includeany Tax Returns prepared by Buyer in respect to the Company shall be prepared consistent with the Chilean Pro forma Tax Return described in Section 3(c). If Buyer files Straddle Period Returns for such Straddle Periods inconsistently with such Tax accounting practices in violation of this provision, then, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior provision of this Agreement to the filing thereofcontrary notwithstanding, in addition to any other remedies available, Seller and its Tax Affiliates shall only be liable for the amount of Taxes that would be owed by them had such Straddle Period Returns been filed consistently with such past Tax accounting practices. (iiic) Each party hereto shallNeither Seller, nor Buyer, nor any of their Tax Affiliates will exercise any election available under Treasury regulation (S)1.1502-76(b)(2) or any corresponding provisions of other Tax laws for any Straddle Period. (d) Buyer and the Company will assist Seller in timely obtaining any required signatures or other filing requirements in respect to Tax Returns prepared by Seller for the Company pursuant to Section 9(a). (e) Upon the reasonable request, and shall cause its Subsidiaries and Affiliates toat the expense, provide to each of either party, the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees available prior to filing (and independent certified public accountants reasonably available on a mutually convenient basis at its cost after filing) for inspection and copying all Tax Returns and related workpapers with respect to provide explanation of any documents or information so provided. Subject Taxes to the preceding sentenceextent that (i) such Tax Return relates to Taxes for which the requesting party may be liable, each (ii) such Tax Return relates to Taxes for which the requesting party required may be liable in whole or in part for any additional Taxes owing as a result of adjustments to file Returns pursuant the amount of Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting party may have a claim for Tax Benefits under this Agreement shall bear all costs of filing such Returns. Agreement, or (iv) Each of the Company, Newco, TCI and each Stockholder shall comply requesting party reasonably determines that it must inspect such Tax Return to confirm compliance with the Tax reporting requirements terms of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Codethis Agreement.

Preparation and Filing of Tax Returns. (i) The CompanySeller shall prepare, if possible, or otherwise the Stockholders shall file or cause to be filed prepared, and file, or cause to be filed, all income Tax Returns (federal, state, local or otherwise) of for the Company and the Company Subsidiary for any Acquired Party for all taxable periods that end period ending on or before prior to the Funding and Consummation Date, and shall permit TCI to review all Closing Date regardless of whether such Tax Returns are due before or after the Closing Date (such Tax Returns, the “Seller Returns”). All such Seller Returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law. At least fifteen (15) Business Days prior to the filing due date of a Seller Return (including validly made extensions) that is due after the Closing Date, the Seller shall provide to the Purchaser copies of such filings. Unless Seller Returns (and the schedules and work papers related thereto) and permit the Purchaser and the Company is to review and comment on each such Tax Return; provided, however, in no event shall the Seller be obligated to provide the Purchaser, and the Purchaser shall not be entitled to review and comment on, copies of any Tax Returns related to a C corporationSeller Tax Group. Subject to any indemnification obligations of the Purchaser or Parent hereunder, the Stockholders Seller timely shall pay pay, or cause to be paid paid, all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto Taxes shown as due on a Seller Return; provided, however, the Purchaser and Parent shall reimburse and indemnify the Seller for any such Taxes resulting from any action taken by the Purchaser, Parent, the Company, the Company Financial Statements) shown by such Returns to be dueSubsidiary or any Affiliate thereof outside the ordinary course of business after the Closing. (ii) TCI Except as provided in Section 6.5(a)(i) and Section 6.5(a)(iii), the Purchaser shall file timely prepare and file, or cause to be timely prepared or filed, with the appropriate Governmental Entity all Tax Returns required to be filed all separate Returns of, for the Company or that include, any Acquired Party for all taxable periods ending the Company Subsidiary after the Funding and Consummation DateClosing Date (collectively, and shall permit the Stockholders a reasonable opportunity to review all such “Other Returns”). All Other Returns for periods a Pre-Closing Tax Period (including the Funding and Consummation Date a Straddle Period) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law. At least fifteen (15) Business Days prior to the filing thereofdue date of an Other Return (including validly made extensions), the Purchaser shall provide to the Seller copies of such Other Returns (and the schedules and work papers related thereto) and permit the Seller to review, comment on and approve (which approval shall not be unreasonably withheld, conditioned or delayed) each such Tax Return. Subject to any indemnification obligations of the Seller hereunder, the Purchaser timely shall pay, or cause to be paid, all Taxes shown as due on an Other Return. (iii) Each party hereto shallThe Seller shall pay all documentary, sales, transfer, excise, value-added, stamp or other similar Taxes, and shall cause its Subsidiaries and Affiliates to, provide to each any conveyance fees or recording charges incurred in connection with this Agreement that may be imposed by reason of the other parties hereto such cooperation sale, transfer, and information as any delivery of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right the Shares. The Seller shall prepare and timely file all Tax Returns required to refund of Taxes or in conducting any audit or other proceeding be filed in respect of such Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each Unless otherwise required by applicable Law or this Agreement, the taxable income, gain, loss, deduction and credits of the Company, Newco, TCI Company and each Stockholder the Company Subsidiary shall comply with be allocated between the Pre-Closing and Post-Closing Tax reporting requirements of Section 1.351-3 Periods based on an actual or deemed closing of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) books of the Code subject to gain, if any, recognized on Company and the receipt of cash or other property under Section 351(b) Company Subsidiary as of the Codeend of the Closing Date.

Preparation and Filing of Tax Returns. (i) 10.3.1 The Company, if possible, or otherwise the Stockholders Companies shall file or cause to be filed all required separate Federal income Tax Returns (federal, state, and any State and local or otherwiseTax Returns filed on the basis similar to that of S Corporations under Federal income Tax rules) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation DateClosing Date in a manner prepared under the instructions of the U.S. Stockholders, and shall permit TCI to review all such Tax Returns prior to such filingsconsistent with historical practices. Unless the Company is a C corporation, the Stockholders Each U.S. Stockholder shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI 10.3.2 Healthworld shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Closing Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) 10.3.3 Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding proceedings in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. 45 Healthworld Agreement and Plan of Organization/US -------------------------------------------------------------------------------- Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) 10.3.4 Each of the CompanyCompanies, Newco, TCI Healthworld and each U.S. Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on Code. 10.3.5 Without limiting the receipt of cash or other property under Section 351(b) generality of the Codeforegoing, Healthworld shall retain, and shall cause the Company to retain, and the U.S. Stockholders shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Returns, supporting work schedules and other records or information which may be relevant to such Returns for all tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.