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

Preparation and Filing of Tax Returns. (a) The Stockholders shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will pay to the Company within 15 days of 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. 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 will (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), 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 measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the Company. (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees 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.

Preparation and Filing of Tax Returns. (a1) The Stockholders shall file or cause With respect to be filed all each Tax Returns for all Return covering a taxable periods that end period ending on or before the Closing Date that is required to be filed after the Closing Date for, by or with respect to Mallard or any subsidiary of Mallard (other than the Tax Returns described in Section 8(a)(3)), EVI shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit or other items (collectively "Tax Items") required to be included therein, and shall deliver the original of such Tax Return to Park▇▇ ▇▇ least 30 days prior to the due date (including extensions) of such Tax Return. If the amount of the Tax shown to be due on such Tax Return exceeds the amount reflected as a current liability for such Tax on the Closing Balance Sheet, EVI shall pay to Park▇▇ ▇▇▇ amount of such excess not less than 5 days prior to the due date of such Tax Return. Park▇▇ ▇▇▇ll cause Mallard or the respective subsidiary of Mallard to file timely such Tax Return with the appropriate taxing authority and to pay the amount of Taxes shown to be due on such Tax Return. (2) With respect to each Tax Return covering (i) a taxable period beginning on or before the Closing Date and ending after the Closing Date or, (ii) a taxable period beginning after the Closing Date, but that is required to be filed after the Closing Date for, by or with respect to Mallard or any subsidiary of Mallard (other than the Tax Returns described in each case only after LandCARE has reviewed Section 8(b)(3)), Park▇▇ ▇▇▇ll cause such filings Tax Return to be prepared and consented theretoshall cause to be included in such Tax Return all Tax Items required to be included therein. The Stockholders Park▇▇ ▇▇▇ll determine (by an interim closing of the books as of the Closing Date except for ad valorem Taxes and franchise Taxes based on capital which shall be prorated on a daily basis) the portion, if any, of the Tax due with respect to the period covered by such Tax Return which is attributable to Mallard or the respective subsidiary of Mallard for a Pre-Closing Taxable Period. At least 30 days prior to the due date (including extensions) of such Tax Return, Park▇▇ ▇▇▇ll deliver to EVI a copy of such Tax Return and of its determinations. If the amount of Tax so determined to be attributable to the Pre-Closing Taxable Period exceeds the amount reflected as a current liability for such Tax on the Closing Balance Sheet, EVI shall pay all to Park▇▇ ▇▇▇ amount of such excess Tax liabilities not less than 5 days prior to the due date of such Tax Return. Park▇▇ ▇▇▇ll cause Mallard or the respective subsidiary of Mallard to file timely such Tax Return with the appropriate taxing authority and to pay timely the amount of Taxes shown to be due on such Tax Return. (3) EVI shall cause to be included in the consolidated federal income Tax Returns (and the state income Tax Returns of any state that permits consolidated, combined or unitary income Tax Returns, if any) of any group of corporations that includes EVI and Mallard or any subsidiary of Mallard (the "EVI Group") for all periods ending on or prior to the Closing Date. (b) LandCARE shall file before or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will pay to the Company within 15 days of 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. 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) include the Closing Date, all Tax Items of Mallard and the portion subsidiaries of Mallard which are required to be included therein, shall file timely all such Tax which relates to Returns with the portion of such taxable period ending on the Closing Date will (x) in the case of any appropriate taxing authorities and shall pay timely all Taxes other than Taxes measured due with respect to income the periods covered by such Tax Returns. (whether or not denominated income taxes), be deemed 4) Any Tax Return 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 measured with respect to income (whether or not denominated an income tax), be deemed equal prepared pursuant to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes provisions of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will Section 8 shall be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made prepared in a manner consistent with practices followed in prior practice of the Company. (d) Any Tax refunds that are received by LandCARE or the Company relating years with respect to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 similar Tax Returns, amended Tax Returns or claim except for refund, determining a liability for Taxes or a right to refund of Taxes or changes required by changes in conducting any audit or other proceeding with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees 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 returnslaw.

Preparation and Filing of Tax Returns. (a) The Stockholders 11.3.1. Other than with respect to Genzyme Genetic Counseling and G-Path, the Seller shall prepare and timely file or cause to be filed all Tax Returns in respect of the Transferred Assets and the Business for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. Purchaser will prepare and timely file all other Tax Returns, other than with respect to Genzyme Genetic Counseling and G-Path, that are required to be filed in respect of the Transferred Assets and the Business (other than a Selling Person’s Consolidated Return). (b) LandCARE 11.3.2. The Seller shall file timely prepare and file, or cause to be filed filed, all separate Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause that are required to be filed any Tax Returns of the Company for taxable periods which begin on or before the Closing Date by or with respect to Genzyme Genetic Counseling and end G-Path. The Seller shall timely prepare all separate Tax Returns that are required to be filed on or after the Closing Date by or with respect to Genzyme Genetic Counseling and G-Path for any taxable period ending on or before the Closing Date. The Stockholders will pay Seller shall pay, or cause to be paid, all Taxes shown to be due on such Tax Returns (other than Tax Returns relating to VAT or Transfer Taxes). 11.3.3. The Seller shall timely prepare and file, or cause to be filed, all separate Tax Returns that are required to be filed on or before the Company within 15 days of the date on which Taxes are paid Closing Date by or with respect to such periods an amount equal Genzyme Genetic Counseling and G-Path. The Seller shall timely prepare all separate Tax Returns that are required to be filed on or after the portion of such Taxes which relates Closing Date by or with respect to the portion of such Genzyme Genetic Counseling and G-Path for any taxable period ending on or before the Closing Date. For purposes of this sectionThe Seller shall pay, in the case of any or cause to be paid, all Taxes that are imposed shown to be due 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 will Returns (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), 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 measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit Returns relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the CompanyVAT or Transfer Taxes). (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees 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.

Preparation and Filing of Tax Returns. (ai) The Stockholders Seller shall file prepare and timely file, or cause to be filed prepared and timely filed, all Tax Returns for all consolidated, combined or unitary groups that include the Company through the Closing Date and all Tax Returns with respect to the Company required to be filed on a separate basis for taxable periods that end ending on or before the Closing Date. All such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by law), but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after extent any position taken in such returns may affect the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any Tax Returns tax liability of the Company for taxable periods which begin before the Closing Date and end after the Closing DateClosing. The Stockholders will pay Notwithstanding anything to the Company within 15 days contrary in the preceding sentence, the parties agree that for U.S. federal income Tax purposes, Tax items of 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. 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 will (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), Company shall 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 apportioned between 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 measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends beginning after the Closing DateDate in accordance with U.S. Treasury Regulations Section 1.1502-76(b), which regulations shall be reasonably interpreted by the portion parties. For income tax purposes, Seller and Buyer will not exercise any option or election (including any election under Treasury Regulation Section 1.1502-76(b)(2)(ii)) to ratably allocate tax items of such Tax credit which relates to the portion of such Company between the taxable period ending on the Closing Date will and the taxable period beginning after the Closing Date. (ii) The Buyer shall prepare and timely file, or shall cause to be the amount which bears the same relationship prepared and timely filed, all other Tax Returns with respect to the total amount Company or in respect of such its business, assets or operations, including without limitation, all Tax credit as Returns for any Straddle Period. (iii) The Seller shall pay or cause to be paid all Taxes in respect of the amount Company or for which the Company is liable for taxable periods ending on or before the Closing Date. The Buyer shall pay or cause to be paid all Taxes in respect of the Company for any Straddle Period and any taxable period beginning after the Closing Date; provided, however, in the case of Taxes described in (y) above bears to respect of the total amount of Company for any Straddle Period, the Seller shall indemnify and hold harmless the Buyer and the Company from and against the Taxes for such taxable period. All determinations necessary to give effect Straddle Period allocated to the foregoing allocations will be made Pre-Closing Period under Section 4.10(b) within ten (10) business days after such amount is determined in a manner consistent accordance with prior practice of the Companyparagraph (iv) below. (div) Any Tax refunds that are received by LandCARE or For Taxes of the Company relating to any Tax period a Straddle Period, or Taxes of the Company ending on relating to a Pre-Closing Period that are claimed to be owing but not paid through an assessment, demand or prior other type of governmental notice received by the Buyer and/or the Company, the Buyer shall deliver to the Closing Date will belong Seller a notice which shall contain and/or have attached thereto, to the Stockholdersextent applicable, (a) the Buyer's proposed calculation of such Taxes that are allocable to Seller under this Agreement for a Straddle Period together with a statement describing in reasonable detail the manner in which such computation was made, (b) a copy of the Tax Return, and (c) a copy of any assessment, demand or other type of governmental notice. With respect to Straddle Period Taxes: The LandCARE Seller shall notify the Buyer whether or not it approves of the proposed amount of Straddle Period Taxes that are allocable to the Seller within five (5) business days after receiving the foregoing notice. If the Seller has not objected to the proposed amount of Straddle Period Taxes allocable to the Seller within five (5) business days after receiving the foregoing notice, the Seller shall be deemed to accept liability for and shall pay to the Buyer the Seller's portion of the Straddle Period Taxes as specified in such notice. If the Seller objects to the Buyer's proposed amount of Straddle Period Taxes allocable to the Seller, the Seller shall provide a notice of such objection together with a statement describing in reasonable detail the basis for such objection to the Buyer and the Company agree Buyer and the Seller shall resolve such dispute in accordance with Section 4.10(e)(v). Any resolution of the dispute in accordance with Section 4.10(e)(v) shall be binding on the Buyer and the Seller. With respect to promptly pay the Stockholders any refunds received Pre-Closing Period Taxes claimed to be owed by LandCARE or the Company that belong to the Stockholders (Old Target) pursuant to an assessment, demand or other type of governmental notice, the preceding sentence. (e) Each party hereto shall, Seller shall have the right to dispute such claim and shall cause its subsidiaries direct and affiliates tocontrol the resolution thereof. With respect to Post-Closing Period Taxes claimed to be owed by the Company pursuant to an assessment, provide to each demand or other type of governmental notice, the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Returns, amended Tax Returns or claim for refund, determining a liability for Taxes or a Buyer shall have the right to refund of Taxes or in conducting any audit or other proceeding with respect to Taxes. Such cooperation dispute such claim and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules direct and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning control the ownership and Tax basis of property, which such party may possess. Each party shall make its employees 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 returnsresolution thereof.

Preparation and Filing of Tax Returns. (a) The Stockholders Seller Representative shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any (A) all Income Tax Returns of the Company for all taxable periods which begin ending on or before the Closing Date, and (B) all other Tax Returns of the Company for all taxable periods ending on or before the Closing Date and end after that are due to be filed on or before the Closing Date. The Stockholders will pay to the Company within 15 days of 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. 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 All such Tax which relates to the portion of such taxable period ending on the Closing Date will (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), Returns shall be deemed to be the amount of such Tax for the entire taxable period multiplied prepared 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 measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made Seller Representative in a manner consistent with past practice unless otherwise required by applicable Law and shall be submitted to Purchaser for review at least 15 days prior practice to the due date for filing such Tax Return, and Seller Representative shall incorporate any reasonable comments of the Company. (d) Any Purchaser into such Tax refunds that are received by LandCARE Return. Purchaser shall prepare or the Company relating cause to any be prepared and file or cause to be filed, all other Tax period Returns of the Company for all taxable periods ending on or before the Closing Date that are due to be filed after the Closing Date and for all Straddle Periods, and such Tax Returns shall be prepared by Purchaser in a manner consistent with past practice unless otherwise required by applicable Law. Any Tax Return prepared by Purchaser pursuant to the preceding sentence shall be submitted to the Seller Representative for review at least 15 days prior to the due date for filing such Tax Return, and Purchaser shall incorporate any reasonable comments of Seller Representative into such Tax Return. With respect to any Income Tax Return for any period ending on or before the Closing Date, or any Straddle Period, any and all deductions related to (A) any bonuses paid on or prior to the Closing Date in connection with the transactions contemplated hereby, (B) expenses with respect to Company Indebtedness being paid in connection with the Closing, and (C) all Transaction Expenses that are deductible for Tax purposes shall be claimed in a taxable period (or portion of any Straddle Period) ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received Date, except as otherwise required by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentenceapplicable Tax Law. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees 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.

Preparation and Filing of Tax Returns. (a) The Stockholders Seller shall file or cause to be filed all included in the consolidated federal income Tax Returns (and the state income Tax Returns of any state that permits consolidated, combined or unitary income Tax Returns, if any) of the Seller Group for all taxable periods that end ending on or before the Closing Date, but in each case only after LandCARE has reviewed all items of income, gain, loss, deduction or credit ("Tax Items") of the Company that are required to be included therein, shall cause such filings Tax Returns to be timely filed with the appropriate Taxing Authorities, and consented theretoshall be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to the periods covered by such Tax Returns. The Stockholders income of the Company will be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Company as of the end of the Closing Date. (b) Seller shall pay prepare or cause to be prepared all Tax liabilities Returns of the Company for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be Date that are filed all Tax Returns for all taxable periods ending after the Closing DateDate and are not described in paragraph (a) above. Seller shall deliver a copy of each such Tax Return to Purchasers at least 15 days prior to the due date (including extensions) for filing such Tax Return. Seller shall permit Purchasers to review and comment on such Tax Return and shall make such revisions to such Tax Return as reasonably requested by Purchasers. Purchasers and Seller shall work in good faith to agree upon the manner in which such Tax Return is prepared (including the treatment of any Tax Items on such Tax Return) and, failing such agreement, shall resolve the matter in a manner consistent with the dispute resolution procedures described in Section 8.6. Not later than five days prior to the due date (including extensions) for filing such Tax Return, Seller shall deliver to Purchasers the amount of the Taxes shown to be due on such Tax Return. Upon receipt thereof, Purchasers shall cause the Company to timely file such Tax Return and pay all Taxes due with respect to such Tax Return. (c) LandCARE will prepare or cause With respect to be prepared and file or cause to be filed any Tax Returns of the Company for Return covering a taxable periods which begin period beginning on or before the Closing Date and end ending after the Closing Date. The Stockholders will pay Date that is required to be filed after the Closing Date with respect to the Company within Company, Purchasers shall cause such Tax Return to be prepared in a manner consistent with practices followed in prior years, except as otherwise required by Law or fact, shall cause to be included in such Tax Return all Tax Items required to be included therein, and at least 15 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Purchasers 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. Purchasers and Seller shall work in good faith to agree upon the manner in which such Tax Return is prepared (including the treatment of any Tax Items on such Tax Return) and the Taxes attributable to the Pre-Closing Tax Period and, failing such agreement, shall resolve the matter in a manner consistent with the dispute resolution procedures described in Section 8.6. Not later than five days prior to the due date (including extensions) for filing such Tax Return, Seller shall deliver to Purchasers the amount of Taxes shown to be due on which such Tax Return that are attributable to the Pre-Closing Tax Period. Upon receipt thereof, Purchasers shall cause the Company to timely file such Tax Return and pay all Taxes are paid due with respect to such periods an amount equal to Tax Return. (d) To the portion extent permitted by Law or administrative practice, (i) the taxable year of such Taxes which relates to the portion Company that includes the Closing Date shall be treated as closing at the time of such taxable period ending the Closing, and (ii) all transactions occurring on the Closing Date. Date but after the Closing occurs, shall be reported on the Tax Returns of each Purchaser or its Affiliates in a manner similar to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B). (e) For purposes of this section, determining the Taxes attributable to a Pre-Closing Tax Period: (i) in the case of any Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), such Taxes shall be deemed equal to the amount which would be payable if the taxable period ended on and included the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) or otherwise measured by the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will (x) in the case level of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes)item, be deemed to be the amount of such Tax Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Pre-Closing Date Tax Period and the denominator of which is the number of days in the entire taxable period, and . (yf) in If after the case Closing Date any Purchaser or the Company receives a refund or utilizes a credit of any Tax measured with respect for or on behalf of the Company attributable to income (whether a Pre-Closing Tax Period, such Purchaser shall pay to Seller within ten Business Days after such receipt or not denominated utilization an income tax), be deemed amount equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax such refund received or credit relating to a taxable period that begins before and ends after the Closing Date, the portion utilized (or so much of such Tax refund or credit which as relates to the portion of such the taxable period ending on the or before Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable periodDate), together with any interest received or credited thereon. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the Company. (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) Each party hereto Such Purchaser shall, and shall cause its subsidiaries and affiliates the Company to, provide take such action to each of the other parties hereto such cooperation and information as obtain a refund or credit attributable to a Pre-Closing Tax Period or to mitigate, reduce or eliminate any of them reasonably may request in filing any Taxes that could be imposed for a Pre-Closing Tax Returns, amended 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 Period (including with respect to Taxes. Such cooperation and information the transactions contemplated hereby) as is reasonably requested by Seller. (g) If after the Closing Date Seller receives a refund or utilizes a credit of any Tax attributable to a Post-Closing Tax Period of the Company, Seller shall include providing copies pay to Purchasers (in accordance with their respective interests) within ten Business Days after such receipt or utilization an amount equal to such refund received or credit utilized (or so much of all relevant portions such refund or credit as relates to the portion of relevant Tax Returnsthe taxable period after the Closing Date), together with relevant accompanying schedules and relevant work papersany interest received or credited thereon. Seller shall take such action to obtain a refund or credit attributable to a Post-Closing Tax Period or to mitigate, relevant documents relating reduce or eliminate any Taxes that could be imposed for a Post-Closing Tax Period as is reasonably requested by Purchasers; provided, however, that Seller shall have no obligation to rulings take any action that would amend or other determinations by Taxing Authorities and relevant records concerning the ownership and otherwise affect any consolidated, combined or unitary Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on Return that includes 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 returnsPre-Closing Tax Period.

Preparation and Filing of Tax Returns. (ai) The Stockholders Company Shareholder shall prepare and timely file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file timely filed) all Tax Returns required to be filed by the Company for all Pre-Closing Periods (such Tax Returns, the “Pre –Closing Period Tax Returns”). All such Pre-Closing Period Tax Returns shall be prepared at the expense of Company Shareholder and filed in a manner that is consistent with the prior practice of the Company, except as required by applicable law. Company Shareholder shall pay or cause to be filed any paid all Taxes due and payable in respect of all Pre-Closing Period Tax Returns. (ii) Parent shall prepare and timely file or cause the Company to prepare and timely file all Tax Returns of required to be filed by the Company for taxable periods which begin before all Straddle Periods (such Tax Returns, the Closing Date and end after the Closing Date“Straddle Period Tax Returns”). The Stockholders will Company Shareholder shall pay to Buyer in immediately available funds the Company within 15 days amount of all Taxes due and payable in respect of such Tax Returns to the date on which extent such Taxes are paid with respect to such periods an amount equal apportioned to the portion of such Taxes which relates to the portion of such taxable period ending on the Pre-Closing DatePeriod as provided below. For purposes of this sectionSection 5.22, in order to apportion appropriately any Taxes relating to a Straddle Period, the Parties shall, to the extent permitted under applicable law, elect with the relevant Tax authority to treat for all Tax purposes the Closing Date as the last day of the taxable year or period of, or with respect to, the Company. In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall be: (a) 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 Datebasis, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date will (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), be deemed to be the amount of such Tax Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis (such as real property taxes), the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the taxable period Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period, and relevant Straddle Period; and (yb) in the case of any Tax measured with respect Taxes not described in clause (a) (such as Taxes that are either (x) based upon or related to income or receipts, or (whether y) imposed in connection with any sale or not denominated an income taxother transfer or assignment of property (real or personal, tangible or intangible)), be deemed equal to the amount which that would be payable if the relevant taxable year or period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the Company. (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees 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.

Preparation and Filing of Tax Returns. (a) The Stockholders Except as may be required by Law, no amended Tax Return shall file be filed, and no change in any Tax accounting method or cause Tax election shall be made by, on behalf of, or with respect to the Company, for any Pre-Closing Period without the consent of Seller, which may be filed all Tax Returns for all taxable periods that end on withheld in Seller’s sole discretion. On or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders Seller shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any all Tax Returns of for the Company for taxable periods which begin all Pre-Closing Periods that are due on or before the Closing Date Date, and end 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 Buyer to review and comment on such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for and with respect to the Company that are filed after the Closing Date. The Stockholders will pay to the Company within 15 days of the date on which Taxes are paid , other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of Seller will include the operations of the Company. With respect to any Tax Return covering a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Buyer shall cause such periods Tax Return to be prepared, and shall cause 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 in 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, Buyer shall furnish a copy of such Tax Return to 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. Seller shall pay to Buyer an amount equal to the portion of such Taxes which relates to a Pre-Closing Period or the portion of such taxable period ending on the Closing Date. 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 Straddle Period ending on the Closing Date will (x“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 case 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 other than Taxes measured due with respect to income (whether or not denominated income taxes), be deemed to be the amount of such Tax for the entire taxable period multiplied by Returns. (c) If a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date dispute arises between Seller and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect Buyer as to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes or Allocable Taxes for a Straddle Period or any other issues with respect to a Tax Return described in (ySection 10.2(b) above bears covering a Straddle Period, the parties shall attempt in good faith to resolve such dispute. Upon resolution of any disputed items, Buyer shall timely file such Tax Return and pay all Taxes due with respect to such Tax Return. If the dispute is not resolved by the time for filing of 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 Auditor’s review shall be limited to the total amount disputed items and the parties, shall, if necessary, file an amended Tax Return reflecting the final resolution of Taxes for such taxable periodthe disputed items. All determinations necessary to give effect Notwithstanding anything in this Agreement to the foregoing allocations will contrary, the fees and expenses of the Neutral Auditor in resolving the dispute shall be borne 100% by the party whose position is not sustained by the Neutral Auditor (or in proportion to the extent to which each party’s position is not sustained by the Neutral Auditor, if applicable). Any payment required to be made in as a manner consistent with prior practice result of the Companyresolution 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 the Company for any Pre-Closing Period without the written consent of Seller, such consent not to be unreasonably withheld, delayed or conditioned. (d) Any Tax refunds that are received Buyer and Seller agree to provide such assistance as may reasonably be requested by LandCARE or the Company relating to other party in connection with the preparation of any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) Each party hereto shallReturn, 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 Returns, amended 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 with respect 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 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 reasonably available on a mutually convenient basis at its cost to provide explanation of any documents 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 tax returns Any information obtained pursuant to this Agreement Section 10.2(d) or pursuant to any other Section hereof providing for the sharing of information relating to or review of any Tax Return or other schedule relating to Taxes shall bear all costs of filing such tax returnsbe kept confidential by the parties hereto in accordance with Section 6.5(b).

Preparation and Filing of Tax Returns. (a) The Stockholders Shareholder shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any all federal and state income and employer Tax Returns returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall beprepared on a basis consistent with past practice. Notwithstanding the provisions of paragraph 1.3, Shareholder shall be responsible for the payment of all taxes attributable to such periods and Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will Buyer shall be responsible for the payment of all amounts due on such Tax returns. Notwithstanding the provisions of paragraph 1.3, Shareholder shall pay to the Company Buyer within 15 thirty (30) days of after the date on which Taxes are paid paid, with respect to such periods periods, an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements and covered by cash left in the Company at closing for payment of such taxes. For purposes of this sectionSection, 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 will shall (x) in the case of any Taxes other than Taxes measured with respect based upon or related to income (whether or not denominated income taxes)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 measured with respect based upon or related to income (whether or not denominated an income tax), receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit Any credits relating to a taxable period that begins before and ends after the Closing Date, Date shall be taken into account as though the portion of such Tax credit which relates to the portion of such relevant taxable period ending ended on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable periodDate. All determinations necessary to give effect to the foregoing allocations will shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section. (b) The Shareholder shall have responsibility for the conduct of any audit of the Company for any taxable period ending on or prior to the Closing 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. (c) All tax attributes of the Company as of the Closing Date computed on a separate company basis shall remain with the Company after the Closing. (d) Any Tax refunds refunds, that are received by LandCARE Buyer or Company, and any amounts credited against Tax to which Buyer or Company become entitled, that relate to tax periods or portions thereof ending on or before the Company relating to any Tax period Closing Date shall remain an assets of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentenceafter closing. (e) Each party hereto shallShareholder shall be responsible for payment of any and all personal income, and shall cause its subsidiaries and affiliates tosales, provide to each use or transaction taxes arising as a result of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Returns, amended 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 with respect 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 transactions contemplated 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 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 returnsAgreement.

Preparation and Filing of Tax Returns. (a) The Stockholders Shareholder shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any all federal and state income and employer Tax Returns returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent with past practice. Notwithstanding the provisions of paragraph 1.3, Shareholder shall be responsible for the payment of all taxes attributable to such periods and Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will Buyer shall be responsible for the payment of all amounts due on such Tax returns. Notwithstanding the provisions of paragraph 1.3, Shareholder shall pay to the Company Buyer within 15 thirty (30) days of after the date on which Taxes are paid paid, with respect to such periods periods, an amount equal to the portion of such Taxes which relates to the portion of such taxable period 16 ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements and covered by cash left in the Company at closing for payment of such taxes. For purposes of this sectionSection, 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 will shall (x) in the case of any Taxes other than Taxes measured with respect based upon or related to income (whether or not denominated income taxes)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 measured with respect based upon or related to income (whether or not denominated an income tax), receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit Any credits relating to a taxable period that begins before and ends after the Closing Date, Date shall be taken into account as though the portion of such Tax credit which relates to the portion of such relevant taxable period ending ended on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable periodDate. All determinations necessary to give effect to the foregoing allocations will shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section. (b) The Shareholder shall have responsibility for the conduct of any audit of the Company for any taxable period ending on or prior to the Closing 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. (c) All tax attributes of the Company as of the Closing Date computed on a separate company basis shall remain with the Company after the Closing. (d) Any Tax refunds refunds, that are received by LandCARE Buyer or Company, and any amounts credited against Tax to which Buyer or Company become entitled, that relate to tax periods or portions thereof ending on or before the Company relating to any Tax period Closing Date shall remain an assets of the Company ending on or prior to the Closing Date will belong to the Stockholdersafter closing. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence.17 (e) Each party hereto shallShareholder shall be responsible for payment of any and all personal income, and shall cause its subsidiaries and affiliates tosales, provide to each use or transaction taxes arising as a result of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Returns, amended 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 with respect 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 transactions contemplated 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 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 returnsAgreement.

Preparation and Filing of Tax Returns. (a) The Stockholders With respect to any Pass-Through Tax, each of the Sellers and the Buyer shall file or cause to be filed all included in the Tax Returns of such Party (or its Consolidated Group) for any Pre-Closing Tax Period, and Buyer shall cause to be included in the Tax Returns of Buyer for any Post-Closing Tax Period, all taxable periods items of income, gain, deduction, loss, or credit ("Tax Items") of the Company that end are allocable to such respective period, shall each cause such respective Tax Returns to be timely filed with the appropriate Taxing Authorities, and shall each be responsible for the timely payment (and entitled to any refund) of all such Pass-Through Taxes due or attributable to their respective Tax Returns. In calculating such Pass-Through Taxes, the Tax Items of the Company shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on or before an interim closing of the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending books of the Company as of the close of business on or prior to the Closing Date. (b) LandCARE shall file or cause With respect to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Return covering a taxable periods which begin period beginning on or before the Closing Date and end ending after the Closing Date. The Stockholders will pay Date that is required to be filed after the Company within 15 days of the date on which Taxes are paid Closing Date with respect to the Company, Buyer shall cause such periods an amount equal Tax Return to be prepared in a manner consistent with practices followed in prior years, except as otherwise required by Law or fact, and shall cause to be included in such Tax Return all Tax Items required to be included therein. At least thirty (30) days prior to the portion due date (including extensions) of such Tax Return Buyer shall furnish a copy of such Tax Return to Sellers, and (in the case of a Tax Return that does not relate to a Pass-Through Tax) Buyer shall also furnish to Sellers a statement setting forth the amount of Taxes which relates attributable to the portion Pre-Closing Tax Period ("STRADDLE PERIOD TAXES") and each Seller's proportionate share of such Straddle Period Taxes. Buyer shall permit Sellers to review and comment on any Tax Return required to be furnished by Buyer to Sellers under this section 6.2(b). Buyer and Sellers shall work in good faith to agree upon the manner in which any such Tax Return is prepared (including the treatment of any Tax Items on such Tax Return) and the Taxes attributable to the Pre-Closing Tax Period and, failing such agreement, shall resolve the matter in a manner consistent with the dispute resolution procedures described in Section 11.15 of this Agreement. Straddle Period Taxes shall be calculated as though the taxable period ending year of the Company terminated as of the close of business on the Closing Date. For purposes of this section; provided, however, that in the case of any a Tax not based on income, receipts, proceeds, profits or similar items, such Straddle Period 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 shall be equal to the portion of such taxable period ending on the Closing Date will (x) in the case of any Taxes other than Taxes measured with respect to income (whether or not denominated income taxes), be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire taxable period, and (y) in the case of any Tax measured with respect to income (whether or not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the Company. (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) 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 Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees 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.

Preparation and Filing of Tax Returns. (a) The Stockholders Seller shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared at its own expense all Covered Income Tax Returns and deliver such Covered Income Tax Returns to Buyer at least fifteen (15) Business Days prior to the due date (after any extensions) of any such Tax Return; provided that Buyer may review and comment on such Covered Income Tax Returns and Seller shall consider Buyer’s comments with respect to such Covered Income Tax Returns in good faith. All Covered Income Tax Returns shall be filed consistent with past practice to the extent permitted by law. Buyer shall timely file or cause to be timely filed any all Covered Income Tax Returns as prepared by Seller (with any Buyer comments determined by Seller in good faith to be acceptable incorporated). For the avoidance of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Stockholders will pay doubt, Buyer is entitled to the Company within 15 days of the date on which Taxes are paid seek indemnification from Seller 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. 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 will (x) in the case of any Taxes other than Taxes measured shown as due with respect to income Covered Income Tax Returns pursuant to and to the extent provided in Section 8.08. (whether b) Buyer shall prepare or not denominated income taxes), be deemed cause to be prepared at its own expense all Straddle Income Tax Returns and deliver such Straddle Income Tax Returns to Seller at least twenty (20) Business Days prior to the amount due date (after any extensions) of any 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 Return; provided that all Straddle Income Tax measured with respect to income (whether or not denominated an income tax), Returns shall be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations will be made prepared in a manner consistent with Seller’s past practice, and Seller may review and comment on such Straddle Income Tax Returns and Buyer shall cause any revision reasonably requested by Seller on such Straddle Income Tax Return to be reflected prior practice to filing such Tax Return. To the extent that a Tax item with respect to any transactions in the Pre-Closing Reorganization is reflected on a Straddle Income Tax Return, such item shall be reported in a manner determined by Seller in its sole discretion, provided if that if Buyer determines that it is not permitted to file such Straddle Income Tax Return in such manner under Applicable Law, Buyer and Seller shall jointly retain an Accounting Referee to resolve the disputed items. The costs, fees and expenses of the CompanyAccounting Referee shall be borne in the manner described in Section 2.10(c). (dc) Any Buyer and Seller shall reasonably cooperate in good faith to determine whether any Chinese Tax refunds Filings are required to be filed with any Governmental Authority having jurisdiction over such Chinese Tax Filings (the “Chinese Tax Authorities”) in connection with the transactions contemplated by this Agreement. To the extent that the parties reasonably determine that any such Chinese Tax Filings are received by LandCARE required to be filed with the Chinese Tax Authorities, Seller shall prepare, or cause to be prepared, any such Chinese Tax Filings. In connection with the Company relating preparation of the Chinese Tax Filings, the parties agree that for purposes of determining the amount of Income Tax due and payable to any Chinese Tax period Authorities on the China-related transactions contemplated by this Agreement (“Chinese Tax Amount”), such Chinese Tax Amount shall be calculated on the basis of the Company ending on or net capital gain realized for tax purposes as a result of such China-related transfers (as opposed to the gross purchase price allocable to such China-related transfers as set forth in Exhibit C). Seller shall deliver the Chinese Tax Filings to Buyer at least five (5) Business Days prior to the Closing Date will belong due date (after any extensions) of the Chinese Tax Filings; provided that Buyer may review and comment on such Chinese Tax Filings and Seller shall consider Buyer’s comments with respect to the Stockholderssuch Chinese Tax Filings in good faith. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the Company that belong to the Stockholders pursuant to the preceding sentence. (e) Each party hereto Seller shall, and shall cause its subsidiaries Affiliates and affiliates their respective Representatives to, provide use reasonable best efforts to each minimize the amount of Chinese Tax Amount owed to the Chinese Tax Authorities in connection with the transactions contemplated hereby and timely file any Chinese Tax Filings. Buyer shall pay or reimburse Seller for any Chinese Tax Amount imposed by Chinese Tax Authorities on the China-related transactions contemplated by this Agreement (regardless of whether such amounts imposed are calculated on the basis of the other parties hereto such cooperation and information net capital gain tax realized for tax purposes). As soon as any of them reasonably may request in filing any Tax Returns, amended 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 with respect 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 and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation practicable after payment of any documents or information so provided. Subject Chinese Tax Amount paid by Seller, Seller shall deliver to Buyer a certified copy of the preceding sentence, each party required to file tax returns pursuant to this Agreement shall bear all costs of filing receipt(s) issued by the appropriate Chinese Tax Authorities evidencing such tax returnspayment.