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

Preparation and Filing of Tax Returns. (1) With respect to each Tax Return covering a taxable 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, 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(b)(3)), Park▇▇ ▇▇▇ll cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Items required to be included therein. 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 to Park▇▇ ▇▇▇ amount of such excess Tax 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 before or which include the Closing Date, all Tax Items of Mallard and the subsidiaries of Mallard which are required to be included therein, shall file timely all such Tax Returns with the appropriate taxing authorities and shall pay timely all Taxes due with respect to the periods covered by such Tax Returns. (4) Any Tax Return to be prepared pursuant to the provisions of this Section 8 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in law.

Preparation and Filing of Tax Returns. (1) With 11.3.1. Other than with respect to each Genzyme Genetic Counseling and G-Path, the Seller shall prepare and timely file all Tax Return covering Returns in respect of the Transferred Assets and the Business for all Tax 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). 11.3.2. 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 Closing Date by or with respect to 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 Closing Date by or with respect to Genzyme Genetic Counseling and G-Path for any taxable period ending on or before the Closing Date that is required to be filed after the Closing Date forDate. The Seller shall pay, 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 paid, 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 ReturnReturns (other than Tax Returns relating to VAT or Transfer Taxes). (2) With respect 11.3.3. The Seller shall timely prepare and file, or cause to each be filed, all separate Tax Return covering (i) a taxable period beginning Returns that are required to be filed on or before the Closing Date and ending after the Closing Date or, (ii) a taxable period beginning after 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 Genzyme Genetic Counseling and G-Path. The Seller shall timely prepare all separate Tax Returns described in Section 8(b)(3)), Park▇▇ ▇▇▇ll cause such Tax Return that are required to be prepared 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 Seller shall pay, or cause to be included in such Tax Return paid, all Tax Items required to be included therein. 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 to Park▇▇ ▇▇▇ amount of such excess Tax 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. Returns (3) EVI shall cause to be included in the consolidated federal income other than Tax Returns (and the state income Tax Returns of any state that permits consolidated, combined relating to VAT 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 before or which include the Closing Date, all Tax Items of Mallard and the subsidiaries of Mallard which are required to be included therein, shall file timely all such Tax Returns with the appropriate taxing authorities and shall pay timely all Taxes due with respect to the periods covered by such Tax ReturnsTransfer Taxes). (4) Any Tax Return to be prepared pursuant to the provisions of this Section 8 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in law.

Preparation and Filing of Tax Returns. (1a) With respect The Stockholders shall file or cause to each be filed all Tax Return covering a Returns for all taxable period ending periods that end on or before the Closing Date that is required to be filed Date, but in each case only 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 LandCARE has reviewed such Tax Return to be prepared, shall cause to be included in such Tax Return all items of income, gain, loss, deduction filings 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 Returnconsented thereto. 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 The Stockholders 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, 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(b)(3)), Park▇▇ ▇▇▇ll cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Items required to be included therein. 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 to Park▇▇ ▇▇▇ amount of such excess Tax 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") 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 or the Closing Date and end after the Closing Date. The Stockholders will pay to the Company within 15 days of the date on which include 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, all Tax Items the portion of Mallard and the subsidiaries of Mallard which are required to be included therein, shall file timely all such Tax Returns with which relates to the appropriate taxing authorities and shall pay timely all portion of such taxable period ending on the Closing Date will (x) in the case of any Taxes due other than Taxes measured with respect to income (whether or not denominated income taxes), be deemed to be the periods covered by amount of such Tax Returns. 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 (4y) Any in the case of any Tax Return measured with respect to income (whether or not denominated an income tax), be prepared pursuant deemed equal to the provisions amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this Section 8 shall 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 prepared 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 practices followed 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 prior years 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 similar Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, except for changes 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 by changes in lawto file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Preparation and Filing of Tax Returns. (1) With Seller shall prepare or cause to be prepared in accordance with applicable Law and timely file any Tax Returns due, after taking into account any applicable extensions, on or before the Closing Date in respect of the Company and its Subsidiaries and shall pay or accrue, or cause to be paid or accrued, any and all Taxes with respect to each such Tax Return covering a taxable period Returns. Purchaser shall prepare or cause to be prepared in accordance with applicable Law and timely file all Tax Returns of the Company and its Subsidiaries not based on gross or net income that are due after the Closing Date for Pre-Closing Tax Periods or for Straddle Periods and shall pay or cause to be paid any and all Taxes with respect to such Tax Returns. Seller shall prepare or caused to be prepared in accordance with applicable Law and timely file all Tax Returns based on gross or net income of the Company or its Subsidiaries due after the Closing Date for Pre-Closing Tax Periods or for Straddle Periods. The Purchaser shall pay or cause to be paid all Taxes accrued or payable at the Closing Date when such Taxes are due for payment, provided that such Taxes are provided for in the Balance Sheet Summary. All Tax Returns prepared for Tax periods 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, 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(b)(3)), Park▇▇ ▇▇▇ll cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Items required to be included therein. 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 to Park▇▇ ▇▇▇ amount of such excess Tax 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 before or which include the Closing Date, all Tax Items of Mallard and the subsidiaries of Mallard which are required to be included therein, shall file timely all such Tax Returns with the appropriate taxing authorities and shall pay timely all Taxes due with respect to the periods covered by such Tax Returns. (4) Any Tax Return to be prepared pursuant to the provisions of this Section 8 Straddle Periods shall be prepared in a manner consistent with the past practices followed of the Company and its Subsidiaries. In the case of any Tax Return required to be prepared by Seller or Purchaser in respect of a Straddle Period or a Pre-Closing Tax Period, Seller or Purchaser shall provide a copy of such Tax Return to such other party for its review and approval (not to be unreasonably withheld or delayed) at least 15 days prior years with respect to similar filing such Tax Returns, except for changes required by changes in lawReturn.

Preparation and Filing of Tax Returns. Seller Representative shall prepare or cause to be prepared and file or cause to be filed (1A) With respect to each all Income Tax Return covering a Returns of the Company for all taxable period periods 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 that is are due to be filed on or before the Closing Date. All such Tax Returns shall be prepared by 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 to the due date for filing such Tax Return, and Seller Representative shall incorporate any reasonable comments of Purchaser into such Tax Return. Purchaser shall prepare or cause to be prepared and file or cause to be filed, all other Tax 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 forand for all Straddle Periods, by or with respect to Mallard or any subsidiary of Mallard (other than the and such Tax Returns described shall be prepared by Purchaser in Section 8(a)(3)), EVI shall cause such 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 prepared, shall cause submitted 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▇▇ ▇▇ Seller Representative for review at least 30 15 days prior to the due date (including extensions) for filing such Tax Return, and Purchaser shall incorporate any reasonable comments of Seller Representative into 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 any Income Tax Return covering (i) a taxable for any period beginning ending on or before the Closing Date Date, or any Straddle Period, any and ending after all deductions related to (A) any bonuses paid on or prior to the Closing Date orin connection with the transactions contemplated hereby, (iiB) 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 beginning after (or portion of any Straddle Period) ending on or prior to 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(b)(3)), Park▇▇ ▇▇▇ll cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Items required to be included therein. Park▇▇ ▇▇▇ll determine (by an interim closing of the books except 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 to Park▇▇ ▇▇▇ amount of such excess Tax 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 before or which include the Closing Date, all Tax Items of Mallard and the subsidiaries of Mallard which are required to be included therein, shall file timely all such Tax Returns with the appropriate taxing authorities and shall pay timely all Taxes due with respect to the periods covered by such Tax Returns. (4) Any Tax Return to be prepared pursuant to the provisions of this Section 8 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes otherwise required by changes in lawapplicable Tax Law.

Preparation and Filing of Tax Returns. (1a) With Shareholder shall prepare or cause to be prepared and file or cause to be filed all federal and state income and employer Tax 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 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 Buyer within thirty (30) days after the date on which Taxes are paid, with respect to each Tax Return covering such periods, an amount equal to the portion of such Taxes which relates to the portion of such taxable period 16 ending on the Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements and covered by cash left in the Company at closing for payment of such taxes. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations 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, that are received by 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 Closing Date that is required to shall remain an assets of the Company after closing. 17 (e) Shareholder shall be filed after the Closing Date for, by or with respect to Mallard or responsible for payment of 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 and all items of personal income, gainsales, loss, deduction and credit use 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 transaction taxes arising as a result 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 Returntransactions contemplated by this Agreement. (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, 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(b)(3)), Park▇▇ ▇▇▇ll cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Items required to be included therein. 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 to Park▇▇ ▇▇▇ amount of such excess Tax 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 before or which include the Closing Date, all Tax Items of Mallard and the subsidiaries of Mallard which are required to be included therein, shall file timely all such Tax Returns with the appropriate taxing authorities and shall pay timely all Taxes due with respect to the periods covered by such Tax Returns. (4) Any Tax Return to be prepared pursuant to the provisions of this Section 8 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in law.

Preparation and Filing of Tax Returns. (1a) With Shareholder shall prepare or cause to be prepared and file or cause to be filed all federal and state income and employer Tax 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 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 Buyer within thirty (30) days after the date on which Taxes are paid, with respect to each Tax Return covering such periods, an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements and covered by cash left in the Company at closing for payment of such taxes. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations 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, that are received by 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 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 remain an assets 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 ReturnCompany after closing. (2e) With respect to each Tax Return covering (i) Shareholder shall be responsible for payment of any and all personal income, sales, use or transaction taxes arising as 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, 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(b)(3)), Park▇▇ ▇▇▇ll cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Items required to be included therein. Park▇▇ ▇▇▇ll determine (by an interim closing result 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 transactions contemplated 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 to Park▇▇ ▇▇▇ amount of such excess Tax 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 Returnthis Agreement. (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 before or which include the Closing Date, all Tax Items of Mallard and the subsidiaries of Mallard which are required to be included therein, shall file timely all such Tax Returns with the appropriate taxing authorities and shall pay timely all Taxes due with respect to the periods covered by such Tax Returns. (4) Any Tax Return to be prepared pursuant to the provisions of this Section 8 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in law.