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

Preparation and Filing of Tax Returns. (i) Seller shall timely prepare or cause to be prepared and file or cause to be filed (including applicable extensions of time to file), at Seller’ expense, all Income Tax Returns for the Company with respect to periods ending on or before the Closing Date which are first due after the Closing Date (any such period, a “Pre-Closing Period”). 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. Seller shall provide each such Tax Return to Buyer for review, comment and, in the case of any such Tax 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. 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 with respect to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or the Company would be required to pay such Taxes. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such 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 of 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 (10) days before the date on which Buyer or any of the Company would be required to pay such Taxes.

Preparation and Filing of Tax Returns. (i) Seller Buyer shall timely prepare and file, or cause to be prepared and file or cause to be filed (including applicable extensions of time to file), at Seller’ expensefiled, all Income Tax Returns for the Company with respect to periods ending on the Business or before the Closing Date which are first due after the Closing Date (Purchased Assets for any such period, a “Pre-Closing Straddle Tax Period”). All such Tax Returns shall be prepared and filed in accordance with applicable Law past practices and the Company’s past practice (provided that such past practice is consistent with applicable requirements of this Agreement except to the extent required by Law. Seller Buyer shall provide each such Tax Return to Buyer for review, comment and, in the case of any such Tax 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 Seller for Seller’s review and file comment at least forty-five (45) days prior to the due date for filing such Tax Return. Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s comments, Seller and Buyer are unable shall use commercially reasonable efforts to settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute at least twenty (20) days prior to the due date for filing such Tax Return, Seller and Buyer shall jointly retain a Tax Dispute Referee to resolve any dispute regarding disputed items. The findings of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Tax Return shall be adjusted to reflect such resolution. Buyer shall timely pay in the manner required by applicable Law to the relevant tax authority all Taxes that are shown as due on 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)Returns. Seller shall pay to Buyer an amount equal to all Taxes of the Company with respect to any Pre-Closing Taxes shown as due on any Tax Return for a Straddle Tax Period at least ten no later than five (105) days before any such Tax is due unless there is a dispute that has not been resolved by such date, in which case Seller shall pay Buyer the date on which Buyer or the Company would be required to pay amount of such Taxes. disputed Tax within five (ii5) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns days of the Company for any taxable period resolution of such disputed Tax. The costs, fees and expenses of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such 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 Dispute Referee incurred in connection with the filing of a Straddle dispute relating to a Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date Return shall be referred to herein as “Pre-Closing Taxesborne equally by Seller and Buyer.” Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at least ten (10) days before the date on which Buyer or any of the Company would be required to pay such Taxes.

Preparation and Filing of Tax Returns. (ia) Seller shall timely prepare or cause to be prepared and file or cause to be filed (including applicable extensions of time to file), at Seller’ expense, all Income required Tax Returns for of the Company with respect to periods ending for any taxable period which ends on or before the Closing Date which are first due after the Closing Date (any such periodDate; provided, a “Pre-Closing Period”). All that all such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made in accordance with applicable Law and the Company’s past practice (provided that such past practice is a manner consistent with applicable Lawpast practice. Before filing any Tax Return described in the preceding sentence, Seller shall provide each Buyer for its review and comment a copy of such Tax Return at least forty-five (45) Business Days prior to Buyer the last date for review, comment and, timely filing such Tax Return (giving effect to any valid extensions thereof) in the case of any income Tax Returns and as soon as practicable in the case of all other Tax Returns. If Buyer agrees with such Tax 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. 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 the amount equal to all Taxes of the Company with respect Buyer Indemnified Parties indemnification prior to any Pre-Closing such Tax Period at least ten (10) days before the date on which Buyer Return or the Company would 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 required settled pursuant to pay such Taxes. (ii) the provisions of Section 8.5. Buyer shall prepare or cause to be prepared and timely file or cause to be filed any Income 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 and as soon as practicable in the case of all other Tax Returns, accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section 8.1(a). If Seller agrees with such Tax 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 Tax Return or the due date for the filing of the related Tax Return. 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 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 required to prepare or cause to be prepared pursuant to Section 8.2(a), Seller shall pay or cause to be paid to Buyer when due and payable all Taxes with respect to the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such 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 of 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 the extent such Taxes exceed the amount, if any, specifically accrued or specifically reserved for such Taxes in Net Working Capital. (c) With respect to Taxes for Straddle Periods, to the extent that the sum of (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 “Pre-Closing Taxes.” Seller determined pursuant to Section 8.1(c), Buyer shall pay to Buyer an Seller the amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at least of such excess within ten (10) days before Business Days of filing such Straddle Period Tax Return. (d) With respect to a Tax (other than for a Straddle Period) for which Seller has provided an indemnity under Section 8.1(c), to the date on which 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 or any shall pay Seller the amount of such excess within ten (10) Business Days of filing the Company would be required Tax Return related to pay such TaxesTax.

Preparation and Filing of Tax Returns. (ia) Seller The Principal Sellers shall timely prepare or cause to be prepared (at their expense) all Tax Returns of the Companies and file Subsidiaries for Pre-Closing Tax Periods (other than a Pre-Closing Tax Period that is part of an Overlap Period) that are due after the Closing Date. (b) Buyer shall cause each Tax Return referred to in Section 5.5(a) to be signed and timely filed and all Taxes shown as due on such Tax Return to be timely paid. At least thirty (30) days prior to the due date (including extensions) of such Tax Return, the Principal Sellers shall cause such Tax Return to be delivered to Buyer, and if such Tax Return reflects positions or report items in a manner which is inconsistent with returns for prior periods, such Tax Returns shall not be filed without Buyer's written consent, which shall not be unreasonably withheld. At least three (3) days prior to such due date (including extensions), the Principal Sellers shall provide Buyer with sufficient funds to pay any liability for Taxes shown as due on such Tax Return, but only to the extent that the amount due from Sellers exceeds the Tax Reserve (reduced by any prior offsets pursuant to Section 8.3(a) or this Section 5.5). (c) Buyer shall cause to be prepared (at its expense) and timely filed (including applicable extensions of time to file), at Seller’ expense, all Income Tax Returns for of the Company with respect to periods ending on or before the Companies and Subsidiaries that include Pre-Closing Date which Tax Periods and are first due after the Closing Date (any such period, a “Pre-Closing Period”). All other than Tax Returns referred to in Section 5.5(a) and shall cause all Taxes shown as due on such Tax Returns to be timely paid. Buyer 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 cause each such Tax Return to Buyer be delivered to the Principal Sellers for review, comment and, in the case of any such Tax Return that is a stand-alone Tax Return, for filing no later than their review at least thirty (30) days before prior to the due date for (including extensions) of such Tax Return (taking into account applicable extensions and if the taxable income for a Company or any Subsidiary in respect 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. 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 with respect to any a particular Pre-Closing Tax Period at is in excess of $25,000, such Tax Return shall not be filed without their written consent, which shall not be unreasonably withheld. At least ten three (103) days before prior to the due date on which Buyer or the Company would be required to pay such Taxes. (iiincluding extensions) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such 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 of 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 Sellers shall pay to Buyer an amount equal to the Taxes due and attributable to the Pre- Closing Tax Period included in such Tax Return (as determined under Section 5.6, but only to the extent that the amount due from the Principal Sellers exceeds the Tax Reserve (reduced by any prior offsets pursuant to Section 8.3(a) or this Section 5.5). (d) If a Tax Return referred to in Section 5.5(b) or Section 5.5(c) is to be filed pursuant to a valid extension, the Principal Sellers shall pay to Buyer, at least three (3) days prior to the due date of the Tax Return without regard to such extension, an amount equal to the Taxes due and attributable to the applicable Pre-Closing Tax Period, but only to the extent that the amount due from the Principal Sellers exceeds the Tax Reserve (reduced by any prior offsets pursuant to Section 8.3(a) or this Section 5.5). Buyer shall cause the Taxes due with any Straddle on the due date without regard to extensions to be timely paid. Appropriate adjustments shall be made between the parties as necessary, if at the time the Tax Returns at least ten (10) days before Return is actually filed, the date on which Buyer Taxes due and attributable to the Pre-Closing Tax Period are more or any of less than the Company would be required to pay such Taxesamount, if any, previously paid by the Principal Sellers.

Preparation and Filing of Tax Returns. (i) Seller shall timely prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, on a timely basis (including applicable extensions of time to file)in each case, at Seller’ ’s sole cost and expense) and on a basis consistent with the past practices of Seller to the extent such practices are not contrary to Law, all Income Tax Returns for the Company with respect to periods ending on or before Seller and the Closing Date which are first due after Targets (as applicable) for the Closing Date Pre-IAED Tax Period (any such period, a the “Pre-Closing PeriodIAED Returns”). All such Tax Returns shall be prepared in accordance with applicable Law and the CompanyUpon Purchaser’s past practice (provided that such past practice is consistent with applicable Law. request Seller shall provide each a draft copy of such Tax Return Pre-IAED Returns to Buyer Purchaser for review, comment and, in the case of any such Tax Return that is a stand-alone Tax Return, for filing no later than its review at least thirty (30) business days prior to the due date or the extended due date if timely extended thereof. If Purchaser objects to any item on any such Tax Return, Purchaser shall, within ten (10) days after delivery of such Tax Return, notify Seller in writing of such objection, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Seller and Purchaser shall negotiate in good faith and use their reasonable commercial efforts to resolve such items. If Purchaser and Seller are unable to reach such agreement within ten (10) days after receipt by Seller of such notice, the disputed items shall be resolved by a nationally recognized, independent accounting firm mutually acceptable to Purchaser and Seller (the “Independent Accountant”), which Independent Accountant shall have no prior business relationship with Purchaser, Seller or any of the Targets, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return (taking into account applicable extensions of time to file); providedReturn, however, if Seller shall fail to provide any such the Tax Return to Buyer shall be filed as set forth in this Section 8.7(a)(i), Buyer shall prepare and file such Tax Return. If prepared by Seller and Buyer are unable then amended to resolve any dispute regarding such Tax Return fifteen (15) days after Seller submits such Tax Return to Buyerreflect the Independent Accountant’s resolution. The costs, fees and expenses of the dispute Independent Accountant shall be resolved borne equally by the Accountants in accordance with Section 1.4(e). Seller shall pay to Buyer an amount equal to all Taxes of the Company with respect to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or the Company would be required to pay such TaxesPurchaser and Seller. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such 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 of 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 (10) days before the date on which Buyer or any of the Company would be required to pay such Taxes.

Preparation and Filing of Tax Returns. The Purchaser shall prepare (i) Seller shall timely prepare or cause to be prepared prepared) and timely file (or cause to be filed (including applicable extensions of time to file), at Seller’ expense, timely filed) all Income Tax Returns for the Company with respect to periods ending on or before the Closing Date which are first due after the Closing Date (any such period, a “Pre-Closing Period”). All such Tax Date Returns required to be filed by the Company and its Subsidiaries, which Pre-Closing Date Returns shall be prepared and filed in accordance a manner consistent with the past practices of the Company, unless otherwise required by applicable Law Legal Requirements. The Purchaser shall, at least twenty (20) Business Days prior to filing, submit all such Pre-Closing Date Returns to the Seller for the Seller’s review and approval. The Purchaser and the Company’s past practice (provided that such past practice is consistent with applicable Law. Seller shall provide each such Tax Return negotiate in good faith to Buyer for review, comment and, in resolve promptly any revisions requested by the case of any such Tax Return that is Seller. In the event there remains a stand-alone Tax Return, for filing no later than disagreement after thirty (30) days before (or such longer period as mutually agreed between the due date for such Tax Return (taking into account applicable extensions of time Purchaser and the Seller) as to file); provided, however, if whether revisions requested by the Seller shall fail to provide should be included in any such Tax Return Pre-Closing Date Return, the disagreement shall be submitted to Buyer as the Settlement Accountant for resolution (the expenses of which shall be shared in a manner similar to that set forth in this Section 8.7(a)(i4.1(c)). Upon the Seller’s approval of a Pre-Closing Date Return, Buyer shall prepare and file such Tax Return. If Seller and Buyer are unable to resolve any dispute regarding such Tax Return fifteen (15) days after Seller submits such Tax Return to Buyeror settlement thereof by the Settlement Accountant, the dispute shall be resolved by the Accountants in accordance with Section 1.4(e). Seller shall pay to Buyer an amount equal to the Purchaser all Taxes of the Company with respect to shown on any Pre-Closing Tax Period at least ten (10) days before Date Returns, to the date on which Buyer extent that such Taxes are not included in Indebtedness and reflected in the calculation of the Closing Purchase Price or taken into account in the Company would be required Purchase Price, as finally determined pursuant to Section 4.1, and the Purchaser shall pay such Taxes. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each paid such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such 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 Taxes with the filing of 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 Taxesappropriate Governmental Entity.” Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at least ten (10) days before the date on which Buyer or any of the Company would be required to pay such Taxes.

Preparation and Filing of Tax Returns. (ia) Seller Sellers shall prepare and timely prepare file or shall cause to be prepared and file or cause to be timely filed (including applicable extensions of time to file), at Seller’ expense, all Income required Tax Returns for the Company with respect to periods ending on or before the Closing Date which are first due after the Closing Date (any such period, a “Pre-Closing Period”). 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. Seller shall provide each such Tax Return to Buyer for review, comment and, in the case of any such Tax 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. 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 with respect to Acquired Companies for any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or the Company would be required to pay such TaxesPeriod. (iib) Buyer Buyers shall prepare or cause to be prepared and shall file or cause to be filed any Income all other Tax Returns required to be filed by or in respect of the Company for any taxable period of the Company that includes (but does not end on) Acquired Companies after the Closing Date (each Date; provided, that with respect to any such taxable period, Tax Returns for a “Straddle Period, ” and each such Tax ReturnReturns shall be prepared, a “Straddle all elections with respect to such Tax Return”)Returns shall be made, and Buyer all Taxes shall permit Seller be paid to review and comment on each such Straddle the extent permitted by Law. Before filing any Tax Return prior with respect to filing. If Buyer and Seller are unable to resolve any dispute regarding Straddle Period, Buyers shall provide Sellers with a copy of such Tax Return within at least fifteen (15) days after Buyer submits Business Days prior to the last date for timely filing 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 of a Straddle Tax Return, to the extent attributable (giving effect to any period or portion valid extensions thereof) accompanied by a statement calculating in reasonable detail Sellers’ indemnification obligation, if any, pursuant to this Article 11. If for any reason Sellers do not agree with Buyers’ calculation of their indemnification obligation, Sellers shall notify Buyers of their disagreement within five (5) Business Days of receiving a period ending on or before copy of the Closing Date shall be referred to herein as “Pre-Closing Taxes.” Seller Tax Return and Buyers’ calculation. If Sellers agree with Buyers’ calculation of their indemnification obligation, Sellers shall pay to Buyer an Buyers the amount equal to of Sellers’ indemnification at the Pre-Closing Taxes due with any Straddle Tax Returns at least ten (10) days before the date on which Buyer or any of the Company would be required to pay such Taxestime specified below.

Preparation and Filing of Tax Returns. Seller will prepare or cause to be prepared all income Tax Returns for the Company for all taxable periods ending on or prior to the Closing Date (ieach, a "Pre-Closing Return") on a basis consistent with the past practices of the Company, unless otherwise required by applicable Laws. No later than twenty (20) Business Days prior to the due date (taking into account applicable extensions) for the filing of a Pre-Closing Return that is required to be filed after the Closing Date (taking into account applicable extensions), Seller shall timely will provide copies of each Pre-Closing Return to Purchaser for Purchaser's review and comment. Seller will consider in good faith any comments of Purchaser. Purchaser will prepare or cause to be prepared and file or cause to be filed (including applicable extensions of time to file), at Seller’ expense, all Income other Tax Returns for the Company with respect to for all periods ending on prior to, on, or before including the Closing Date Date, the due date of which are first due (including extensions) is after the Closing Date (any such periodDate, a “Pre-Closing Period”)but only if not filed on or prior to the Closing. All such Tax Returns shall will be prepared in accordance and filed consistent with applicable Law and the past practices of the Company’s past practice . At least twenty (provided that such past practice is consistent with applicable Law. Seller shall provide 20) Business Days prior to the date on which each such Tax Return to Buyer for reviewis filed, comment and, in the case of any such Tax 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 Purchaser will submit such Tax Return to Buyer as set forth Seller for Seller's review, comment and approval. The parties shall in good faith negotiate any resolution to disputes with respect to the preparation of Tax Returns filed pursuant this Section 8.7(a)(i6.8(a), Buyer shall prepare and file such Tax Return. If Seller and Buyer are unable to In the event the parties cannot resolve any dispute regarding such Tax Return fifteen (15) days after Seller submits such Tax Return to Buyera dispute, 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 with respect to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or the Company would be required to pay such Taxes. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such 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 of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date shall will 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 (10) days before Accountant and the date on which Buyer or any determination of the Company would Accountant shall be required to pay such Taxesbinding on the parties. The costs of the Accountant shall be borne by the party that losses the dispute.

Preparation and Filing of Tax Returns. (i) Seller shall timely prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, on a timely basis (including applicable extensions of time to file)in each case, at Seller’ expense’s sole cost and expense prior to the Consulting Agreement Effective Date, and at Purchaser’s expense after the Consulting Agreement Effective Date) and on a basis consistent with the past practices of Seller to the extent such practices are not contrary to Law, all Income Tax Returns for the Company with respect to Seller and the Company for taxable periods ending on or before prior to the Closing Date which are first due after the Closing Consulting Agreement Effective Date (any such period, a the “Pre-Closing PeriodCAED Returns”). All such Tax Returns shall be prepared in accordance with applicable Law and the CompanyUpon Purchaser’s past practice (provided that such past practice is consistent with applicable Law. request Seller shall provide each a draft copy of such Tax Return Pre- CAED Returns to Buyer Purchaser for review, comment and, in the case of any such Tax Return that is a stand-alone Tax Return, for filing no later than its review at least thirty (30) business days prior to the due date or the extended due date if timely extended thereof. If Purchaser objects to any item on any such Tax Return, Purchaser shall, within ten (10) days after delivery of such Tax Return, notify Seller in writing of such objection, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Seller and Purchaser shall negotiate in good faith and use their reasonable commercial efforts to resolve such items. If Purchaser and Seller are unable to reach such agreement within ten (10) days after receipt by Seller of such notice, the disputed items shall be resolved by a nationally recognized, independent accounting firm mutually acceptable to Purchaser and Seller (the “Independent Accountant”), which Independent Accountant shall have no prior business relationship with Purchaser, Seller or the Company, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return (taking into account applicable extensions of time to file); providedReturn, however, if Seller shall fail to provide any such the Tax Return to Buyer shall be filed as set forth in this Section 8.7(a)(i), Buyer shall prepare and file such Tax Return. If prepared by Seller and Buyer are unable then amended to resolve any dispute regarding such Tax Return fifteen (15) days after Seller submits such Tax Return to Buyerreflect the Independent Accountant’s resolution. The costs, fees and expenses of the dispute Independent Accountant shall be resolved borne equally by the Accountants in accordance with Section 1.4(e). Seller shall pay to Buyer an amount equal to all Taxes of the Company with respect to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or the Company would be required to pay such TaxesPurchaser and Seller. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such 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 of 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 (10) days before the date on which Buyer or any of the Company would be required to pay such Taxes.

Preparation and Filing of Tax Returns. (i) From and after the Closing Seller shall timely prepare or cause to be prepared and any Tax Returns of an Affiliated Group for any taxable period of such Affiliated Group during which the Company or any Subsidiary of the Company is a member (a “Combined Return”). Seller shall timely file or cause to be timely filed (including applicable extensions of time to file), at Seller’ expense, all Income Tax Returns for the Company with respect to periods ending on or before the Closing Date which are first due after the Closing Date (any such periodCombined Return and shall pay all Taxes shown as due on such Combined Return, a “Pre-Closing Period”). All such Tax Returns shall be prepared in accordance with applicable Law and the Company’s past practice (provided that Buyer shall pay Seller an amount equal to such past practice is consistent with applicable Law. Seller shall provide each such Tax Return to Buyer for reviewTaxes, comment and, in the case of any such Tax Return that is a stand-alone Tax Returnif any, for filing which Buyer is responsible pursuant to Section 5.17(a)(ii) in connection with such Combined Return within 10 days of receipt of written notice specifying in reasonable detail such amount (but no later earlier than thirty (30) days before one Business Day prior to the due date for the payment of 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. 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(eTaxes). Seller shall pay to Buyer an amount equal to all Taxes of the Company with respect to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or the Company would be required to pay such Taxes. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income other Tax Returns of the Company or any Subsidiary, provided that (A) Seller shall pay Buyer an amount equal to such Taxes, if any, for which Seller is responsible pursuant to Section 5.17(a)(i) in connection with any such Tax Return within 10 days of receipt of written notice specifying in reasonable detail such amount (but no earlier than one Business Day prior to the due date for payment of such Taxes), (B) Buyer shall deliver such Tax Returns for any taxable period of the Company or any Subsidiary of the Company that includes (but does not end on) is a Pre-Closing Tax Period or a Straddle Period to Seller for Seller’s review, comment and approval no later than 20 days prior to the Closing Date (each such taxable period, a “Straddle Period, ” and each due date for filing such Tax Return, a “Straddle Tax Return”), Returns and Buyer shall permit Seller to review and comment on each such Straddle Tax Return prior to filing. If Buyer and Seller are unable to resolve not file any dispute regarding such Tax Return within fifteen Returns (15) days after Buyer submits or amend any such Tax Return Returns previously filed) without the prior written consent of Seller (such consent not to Seller, the dispute shall be resolved by the Accountants in accordance with Section 1.4(eunreasonably withheld). Any portion of any Tax which must be paid in connection with the filing of 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 (10) days before the date on which Buyer or any of the Company would be required to pay such Taxes.

Preparation and Filing of Tax Returns. (i) The Seller shall timely prepare shall, at the Seller’s cost and expense, prepare, or cause to be prepared and file or cause to be filed (including applicable extensions of time to file), at Seller’ expense, all Income Tax Returns required to be filed by the Target Companies for the Company with respect to periods ending on or before the Pre-Closing Date which Tax Periods that are first due after the Closing Date (any such period, a the “Pre-Closing PeriodSeller Prepared Returns”). All such Tax Seller Prepared Returns shall be prepared and filed in accordance with applicable Law and the Company’s past practice (provided a manner that such past practice is consistent with the prior practice of the applicable Target Company, except as required by applicable Law. The Seller shall provide each deliver or cause to be delivered drafts of all such Tax Return Seller Prepared Returns to Buyer the Purchaser for review, comment and, in the case of any such Tax Return that is a stand-alone Tax Return, for filing no later than its review at least thirty (30) days before prior to the due date for of any such Tax Return (taking into account applicable extensions of time to file)Seller Prepared Return; provided, however, if Seller shall fail to provide that such drafts of any such Tax Seller Prepared Return shall be subject to Buyer as set forth in this Section 8.7(a)(i)the Purchaser’s review and approval, Buyer which shall prepare and file such Tax Returnnot be unreasonably withheld, conditioned or delayed. If the Purchaser disputes any item on such Seller and Buyer are unable to resolve any dispute regarding such Tax Return Prepared Return, it shall notify the Seller (by written notice within fifteen (15) days after of receipt of such draft of such Seller submits Prepared Return) of such Tax Return to Buyerdisputed item (or items) and the basis for its objection. If the Purchaser does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Seller Prepared Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 6.7(a)(i). The Purchaser and the Seller shall act in good faith to resolve any dispute prior to the due date of any such Seller Prepared Return. If the Purchaser and the Seller cannot resolve any disputed item, the item in question shall be resolved by the Accountants in accordance with the procedures set forth in Section 1.4(e2.4(d). The Seller shall timely file all such Pre-Closing Period Income Tax Returns; provided, however, if the Seller is not authorized to execute and file such Seller Prepared Return by applicable Law, the Purchaser shall execute and file (or cause to be filed) such Seller Prepared Return (as finally determined pursuant to this Section 6.7(a)(i)) with the appropriate Governmental Authority. The Seller shall pay to Buyer an amount equal to all Pre-Closing Taxes due and payable in respect of all Seller Prepared Returns of each of the Company Target Companies; provided, however, that if any Seller Prepared Return is to be filed (or caused to be filed) by the Purchaser, the Seller shall pay (in immediately available funds) to the Purchaser the amount of all Pre-Closing Taxes due and payable with respect of such Seller Prepared Return no later than three (3) Business Days prior to the earlier of the date such Seller Prepared Return is filed or the due date of such Seller Prepared Return. Notwithstanding the foregoing, in the event that the Accountants have not resolved any dispute with respect to any a Seller Prepared Return by the applicable due date for such Seller Prepared Return, the parties shall file or cause to be filed such Seller Prepared Return in such manner as the Seller reasonably determines, and the parties shall amend such Seller Prepared Return to the extent necessary to conform to the Accountants’ final determination. (ii) The Purchaser shall, at the Purchaser’s cost and expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Target Companies for Pre-Closing Tax Period Periods or Straddle Periods that are due on or after the Closing Date (other than any Seller Prepared Returns) (the “Purchaser Prepared Returns”). All such Purchaser Prepared Returns shall be prepared and filed in a manner that is consistent with the prior practice of the applicable Target Company, except as required by applicable Law. The Purchaser shall deliver or cause to be delivered to the Seller for its review drafts of (1) each Purchaser Prepared Return that is an Income Tax Return at least thirty (30) days prior to the due date of such Purchaser Prepared Return, and (2) each other Purchaser Prepared Return at least ten (10) days before prior to the due date of such Purchaser Prepared Return; provided, however, that such drafts of any such Purchaser Prepared Return shall be subject to the Seller’s review and approval, which shall not be unreasonably withheld, conditioned or delayed. If the Seller disputes any item on which Buyer or such Purchaser Prepared Return, it shall notify the Company would be required to pay such Taxes. Purchaser (iiby written notice within (x) Buyer shall prepare or cause to be prepared and file or cause to be filed any in the case of a Purchaser Prepared Return that is an Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such 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 and (y) in the case of any other Purchaser Prepared Return, five (5) days, in each case, of receipt of such Tax Purchaser Prepared Return) of such disputed item (or items) and the basis for its objection. If the Seller does not object by written notice within such period, such draft of such Purchaser Prepared Return shall be deemed to Sellerhave been accepted and agreed upon, and final and conclusive, for purposes of this Section 6.7(a)(ii). The Purchaser and the Seller shall act in good faith to resolve any dispute prior to the due date of any such Purchaser Prepared Return. If the Purchaser and the Seller cannot resolve any disputed item, the dispute item in question shall be resolved by the Accountants in accordance with the procedures set forth in Section 1.4(e2.4(d). Any portion No later than three (3) days prior to the earlier of the date a Purchaser Prepared Return of any Tax which must be paid in connection with of the filing Target Companies is filed or the due date of a Straddle Tax such Purchaser Prepared 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 (in immediately available funds) to the Purchaser the amount of all Pre-Closing Taxes due with any Straddle Tax Returns at least ten (10) days before the date on which Buyer or any of the Company would be required to pay be paid with respect to such TaxesPurchaser Prepared Return. Notwithstanding the foregoing, in the event that any Purchaser Prepared Return has not been finally determined pursuant to this Section 6.7(a)(ii) by the applicable due date for such Purchaser Prepared Return, the parties shall file or cause to be filed the applicable Purchaser Prepared Return in such manner as the Purchaser reasonably determines, and the parties shall amend such Purchaser Prepared Return to the extent necessary to conform to such final determination.

Preparation and Filing of Tax Returns. (i) The Seller Party Representative shall, at the Seller Parties’ cost and expense, prepare, or cause to be prepared all Pre-Closing Period Income Tax Returns required to be filed by or on behalf of the Company after the Closing Date (“Seller Returns”). All such Seller Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company, except as required by applicable Law. The Seller Party Representative shall deliver or cause to be delivered drafts of all such Seller Returns to Buyer for its review at least thirty (30) days prior to the due date of any such Seller Return; provided, however, that such drafts of any such Seller Return shall be subject to Buyer’s review and approval, which shall not be unreasonably withheld, conditioned, or delayed. If Buyer disputes any item on such Seller Return, it shall notify the Seller Party Representative (by written notice within fifteen (15) days of receipt of such draft of such Seller Return) of such disputed item (or items), the basis for its objection, and the proposed revisions, and any dispute shall be resolved (and such Seller Return filed) pursuant to the provisions of Section 7.6(b)(iii). If Buyer does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Seller Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 7.6(b)(i). The Seller Parties shall pay all Pre-Closing Taxes due and payable in respect of all Seller Returns; provided, however, that if any Seller Return is due after the Closing and is to be filed (or caused to be filed) by Buyer, the Seller Parties shall pay (in immediately available funds) to Buyer the amount of all Pre-Closing Taxes due and payable with respect of such Seller Return (determined pursuant to this Section 7.6) no later than three (3) Business Days prior to the earlier of the date such Seller Return is filed or the due date of such Seller Return. (ii) Buyer shall, at its expense, prepare and timely prepare file, or cause to be prepared and file timely filed, all Tax Returns of the Company for all Pre-Closing Periods and Straddle Periods other than Seller Returns (such Tax Returns, “Buyer Returns”). All Buyer Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company, except as required by applicable Law. Buyer shall deliver or cause to be filed (including applicable extensions delivered drafts of time all Buyer Returns to file), the Seller Party Representative for its review at Seller’ expense, all Income Tax Returns for the Company with respect to periods ending on or before the Closing Date which are first due after the Closing Date (any such period, a “Pre-Closing Period”). 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. Seller shall provide each such Tax Return to Buyer for review, comment and, in the case of any such Tax Return that is a stand-alone Tax Return, for filing no later than least thirty (30) days before prior to the due date of any such Buyer Return and shall notify the Seller Party Representative of Buyer’s calculation of the Seller Parties’ share of the Taxes of the Company for such Tax Return Straddle Period (taking into account applicable extensions of time to filedetermined in accordance with Section 7.6(a)); provided, however, if Seller shall fail to provide that such drafts of any such Buyer Returns and such calculations of the Seller Parties’ share of the Tax Return to Buyer as set forth in this Section 8.7(a)(i), Buyer shall prepare and file liability for such Tax Return. If Seller and Buyer are unable to resolve any dispute regarding such Tax Return fifteen Straddle Period (15) days after Seller submits such Tax Return to Buyer, the dispute shall be resolved by the Accountants determined in accordance with Section 1.4(e7.6(a)) shall be subject to the Seller Party Representative’s review and approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If the Seller shall pay to Party Representative disputes any item on such Buyer an amount equal to all Taxes of the Company with respect to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or the Company would be required to pay such Taxes. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” and each such Tax Return, a “Straddle Tax Return”), and it shall notify Buyer shall permit Seller to review and comment on each such Straddle Tax Return prior to filing. If Buyer and Seller are unable to resolve any dispute regarding such Tax Return (by written notice within fifteen (15) days after of receipt of such Buyer submits Return and calculation) of such Tax Return to Sellerdisputed item (or items), the basis for its objection and the proposed revisions, and any dispute shall be resolved by (and such Buyer Return filed) pursuant to the Accountants in accordance with provisions of Section 1.4(e7.6(b)(iii). Any portion If the Seller Party Representative does not object by written notice within such period, such draft of any Tax which must be paid in connection with such Buyer Return and calculation of the filing Seller’s share of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date Taxes for such Buyer Return shall be referred deemed to herein as “Pre-Closing Taxes.” have been accepted and agreed upon, and final and conclusive, for purposes of this Section 7.6(b)(ii). The Seller Parties shall pay (in immediately available funds) to Buyer an the amount equal to the of all Pre-Closing Taxes due and payable with respect of any Straddle Tax Returns at least ten such Buyer Return (10determined pursuant to this Section 7.6) days before no later than three (3) Business Days prior to the earlier of the date on which such Buyer Return is filed or any the due date of the Company would be required to pay such TaxesBuyer Return.

Preparation and Filing of Tax Returns. (i) Seller Buyer shall prepare and timely prepare file or cause to be prepared and file timely filed (at its own cost and expense) all Pre-Closing Period Tax Returns and Straddle Period Tax Returns of each Company. Buyer shall deliver or cause to be filed (including applicable extensions delivered drafts of time to file), at Seller’ expense, all Income Tax Returns for the Company with respect to periods ending on or before the Closing Date which are first due after the Closing Date (any each such period, a “Pre-Closing Period”). All such Period Tax Returns shall be prepared in accordance with applicable Law Return and the Company’s past practice (provided that such past practice is consistent with applicable Law. Seller shall provide each such Straddle Period Tax Return to Buyer Seller for review, comment and, in the case of any such Tax Return that is a stand-alone Tax Return, for filing no later than its review at least thirty (30) days before prior to the due date for Due Date of such Tax Return and, with respect to each Straddle Period Tax Return, shall notify Seller in writing of Buyer’s calculation of Seller’s share of the Taxes of each Company relating to such Straddle Period (taking into account applicable extensions of time to filedetermined in accordance with this Section 9.4); provided, however, if Seller shall fail to provide any that such draft of such Pre-Closing Period Tax Return and Straddle Period Tax Return and, with respect to Buyer as set forth each Straddle Period Tax Return, the calculation of Seller’s share of the Tax liability for such Straddle Period (determined in accordance with this Section 8.7(a)(i9.4), Buyer in each case, shall prepare be subject to Seller’s review and file such Tax Returnapproval. If Seller and Buyer are unable to resolve disputes any dispute regarding item on such Pre-Closing Period Tax Return fifteen (15) days after Seller submits such or Straddle Period Tax Return to Buyerand/or, 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 with respect to any Pre-Closing Straddle Period Tax Period at least ten (10) days before Return, the date on which Buyer or the Company would be required to pay calculation of Seller’s share of liability for such Taxes. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for any taxable period of the Company that includes (but does not end on) the Closing Date (each such taxable period, a “Straddle Period, ” it shall notify Buyer of such disputed item (or items) and each such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such Straddle Tax Return prior to filing. If Buyer and Seller are unable to resolve any dispute regarding such Tax Return the basis for its objection within fifteen (15) days after Buyer submits of the receipt of such draft of such Tax Return and calculation. Buyer and Seller shall act in good faith to Sellerresolve any dispute as promptly as practicable. If Buyer and Seller cannot resolve any disputed item, the dispute item in question shall be resolved by in the Accountants same manner provided for resolving disputes in accordance with Section 1.4(e). Any portion of any Tax which must be paid in connection with the filing of 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 Taxes3.1.” Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at least ten (10) days before the date on which Buyer or any of the Company would be required to pay such Taxes.

Preparation and Filing of Tax Returns. (i) Seller shall timely prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed (including applicable extensions of time to file), at Seller’ expensefiled, all Income Tax Returns for of the Company with respect to for all Tax periods ending on or which begin before the Closing Date which and end on or prior to the Closing Date; and all Tax Returns of the Company for Straddle Periods that are first due filed on or prior to the Closing Date. As to any such Tax Returns filed after the Closing Date Date, (any A) Seller shall permit Buyer to review and comment on each such period, a “Pre-Closing Period”). All Tax Return prior to its filing and Seller agrees to consider in good faith Buyer’s comments in preparing the final version of such Tax Returns that are filed, (B) Buyer shall timely pay or cause the Company to timely pay all Taxes shown to be prepared due and payable thereon solely to the extent the amount of such Taxes were included as a current liability in accordance with applicable Law the calculation of Final Working Capital and (C) Seller shall, at least 3 Business Days prior to the Company’s past practice (provided due date therefor, pay or cause or caused to be paid to the Company all Taxes shown to be due and payable thereon that such past practice is consistent with applicable Laware not described in Section 7.3(a)(i)(B). Seller shall provide deliver a copy of each such Tax Return to Buyer for review, comment and, in the case of any such Tax 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. If Seller and Buyer are unable to resolve any dispute regarding such Tax Return fifteen (15) days promptly 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 with respect to any Pre-Closing Tax Period at least ten (10) days before the date on which Buyer or the Company would be required to pay such Taxesfiling. (ii) Buyer shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed any Income filed, all Tax Returns of the Company for any taxable period of the Company Straddle Periods that includes (but does not end on) are filed after the Closing Date (each such taxable period, a “Straddle PeriodPeriod Tax Returns”) which Tax Returns shall be prepared in a manner consistent with past practice of the Company, ” and each unless such Tax Return, a “Straddle Tax Return”), and Buyer shall permit Seller to review and comment on each such Straddle Tax Return prior to filing. If past practice is determined by Buyer and Seller are unable in good faith to resolve any dispute regarding such Tax Return within fifteen (15) days after be unlawful. Buyer submits such Tax Return to Seller, shall provide Seller with a draft of 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 of 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 Period Tax Returns at least ten (10) days before 10 Business Days prior to the date filing of such returns. Seller shall have the right to comment on which the Straddle Period Tax Returns prior to their filing, and those Tax Returns will be revised and filed to reflect changes suggested by the Seller unless Buyer or any of and/or the Company would be required reasonably determines in good faith that Seller’s suggested changes are contrary to pay applicable Law or inconsistent with prior practice. Buyer shall deliver a copy of each such TaxesStraddle Period Tax Return to Seller promptly after filing.