Common use of Preparation of Tax Returns Clause in Contracts

Preparation of Tax Returns. (a) The Company shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a1) The Company Purchaser shall prepare and timely file or cause to be prepared and filed on a timely filed basis all Tax Returns for US Holdco and its Subsidiary for (a) any Pre-Closing Tax Period for which Tax Returns have not been filed as of the Company Closing Date and (b) for any Straddle Period for which Tax Returns are required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all filed. The Purchaser shall provide to GQM for its review a draft of any income Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days Return prior to the due date (including valid extensions) for filing such Tax Return and with the appropriate Governmental Authorities. GQM shall be revised notify the Purchaser in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth writing within 15 days in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each an income Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes if it has any reasonable comments with respect to such Tax Return. The Purchaser shall consider all such comments. (2) GQM shall pay (a) all Taxes due with respect to all Tax Returns for US Holdco or its Subsidiary for any Pre-Closing Tax Period and (b) with respect to all Tax Returns for US Holdco or its Subsidiary for any Straddle Period, Taxes allocable to the portion of the Straddle Period ending immediately prior to the Closing Date (as determined under Section 7.7(3)). (3) In the case of any Straddle Period, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on allocable to the Statement which are the responsibility portion of the Equityholders under Section 8.01, except Straddle Period ending immediately prior to the extent identified as short-term liabilities Closing Date shall be: (a) in the Financial Statementscase of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire Straddle 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 calendar days in the Straddle Period prior to the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and (b) in the case of Taxes not described in (a) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount of such Taxes determined as if such tax period ended immediately prior to the Closing Date.

Preparation of Tax Returns. (a) The Company Buyer shall prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of by the Company and HSW for a Pre-Closing Tax Period or Straddle Period that are due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before after the Closing Date that are required to be filed after the Closing Date(each, and the Equityholders shall timely pay the Taxes due with respect to a “Buyer Prepared Tax Return”). All such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Buyer Prepared Tax Returns shall be prepared in a manner consistent accordance with the prior practices existing procedures, practices, and accounting methods of each of the CompanyCompany and HSW, except as respectively, unless otherwise required by Applicable Law or agreed to in writing by applicable Laws. Each Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Prepared Tax Return that is allocable to an income Tax Return (a Pre-Closing Period, which determination “Buyer Prepared Income Tax Return”) shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto submitted to the Seller Sellers’ Representative for the Sellers’ Representative’s review and comment at least ten twenty (1020) days prior to the due date of such Buyer Prepared Income Tax Return (including taking into account extensions). Buyer shall consider in good faith any extension thereofreasonable comments that are submitted by the Sellers’ Representative (if any) to Buyer in writing within seven (7) days of the delivery of any such Buyer Prepared Income Tax Return to the Sellers’ Representative pursuant to the immediately preceding sentence. If any such comments are submitted to Buyer by the Sellers’ Representative, Buyer shall provide the Sellers’ Representative with a revised version of the applicable Buyer Prepared Income Tax Return for filing Sellers’ Representative’s review and consent (not to be unreasonably withheld, conditioned or delayed). If Sellers’ Representative does not consent to such revised Buyer Prepared Income Tax Return. (c) In the case of each Tax Return described , it shall so notify Buyer thereof in Section 8.03(b), not later than writing within five (5) days before of the due date for payment delivery by Buyer of Taxes such Buyer Prepared Income Tax Return pursuant to the immediately preceding sentence, provided that such notice (a “Notice of Tax Return Dispute”) shall set forth in reasonable detail any item that the Sellers’ Representative reasonably disputes and the extent to which such item, as reflected in the Buyer Prepared Income Tax Return, is not in accordance with existing procedures, practices, and accounting methods of the Company or HSW, as applicable, and further provided that if the Sellers’ Representative does not timely provide such notice or comply with the foregoing requirements, such revised version of the Buyer Prepared Income Tax Return shall be deemed to be final and may be filed by Buyer. In the event that Sellers’ Representative submits a valid Notice of Tax Return Dispute to Buyer, the parties shall commence to negotiate in good faith, provided that if they are unable to resolve the relevant dispute within five (5) days of the delivery of the Notice of Tax Return Dispute, they shall submit the relevant items of dispute to the Independent Accountant and request that the Independent Accountant render a determination as to whether Sellers’ Representative’s position with respect to each disputed item is correct or not (i.e., in contrast to the position taken by Buyer and taking into consideration whether such Tax Returnitem as prepared was in accordance with existing procedures, practices, and accounting methods of the Company or HSW, as applicable, unless otherwise required by applicable Law), with such determination to be made by the Independent Accountant as soon as practicable after its retention. Each of Buyer, the Equityholders Sellers’ Representative and their respective agents and representatives shall pay to Buyer an amount equal cooperate with the Independent Accountant in furnishing such information as it may reasonably request and the Independent Accountant shall consider and make a determination only with respect to the total amount items that the Sellers’ Representative has disputed in its Notice of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, Tax Return Dispute (except to the extent identified that other revisions must or reasonably should be made to consistently take any determinations by the Independent Accountant into account). The determination of the Independent Accountant with respect to each item shall be binding upon the parties and the relevant Buyer Prepared Income Tax Return shall be finalized and filed consistent therewith. The expenses of the Independent Accountant shall be borne equally by Buyer and the Sellers’ Representative, provided, however, that if all of the disputed items submitted to the Independent Accountant for its determinations are decided in favor of any one such party, the other party shall pay all of the expenses of the Independent Accountant. In the event that the Independent Accountant is unable to render its determinations with respect to a Notice of Tax Return Dispute prior to the date on which a Buyer Prepared Income Tax Return must be filed, Buyer shall file or cause to be filed such Buyer Prepared Income Tax Return as short-term liabilities originally prepared by Buyer and, in the Financial Statementsevent that the Independent Accountant subsequently makes a determination in favor of the Sellers’ Representative, Buyer shall, within sixty (60) days of such determination, amend, or cause to be amended, the applicable Buyer Prepared Income Tax Return in a manner consistent with such determination of the Independent Accountant.

Preparation of Tax Returns. (a) The Company ▇▇▇▇▇▇▇ and the Sellers shall prepare any and timely file or cause to be prepared and timely filed all Pre-Closing Period Tax Returns of the Company which are required to be filed for, by, on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns behalf of or with respect to the Company or Acquired Entities and shall provide a copy of any such Tax Return to the Buyer for its assets or operation review and comment by the earlier of (i) the date falling thirty (30) days prior to the due date for such Tax Return, including any extensions thereof, and (ii) the date falling thirty (30) days after the relevant Acquired Entity files its accounts with Companies House, and shall amend the Tax periods ending on or before Return in accordance with any reasonable comments of the Closing Date that are required Buyer. The Buyer will cause any such Tax Returns to be filed after with the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such appropriate Tax Returns, except to the extent identified as short-term liabilities in the Financial StatementsAuthority. Such All Tax Returns prepared pursuant to this Section 8.12 shall be prepared in a manner consistent with the prior practices of the Company, except as past practice unless otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable commentsapplicable laws. (b) With respect The Buyer will cause to be prepared and filed each Post-Closing Period and Straddle Period Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause Acquired Entities. With respect to be prepared each such any Straddle Period Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. the Buyer pursuant to this Section 8.12(b), the Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Management Sellers’ Representative for their review and comment at least thirty (30) days prior to the due date for such Tax Returns, including any extensions thereof. The Buyer agrees to accept any reasonable comments by Sellers or ▇▇▇▇▇▇▇ to such Tax Returns, to the extent that such comments relate solely to the pre-Closing portion of the Straddle Period and are provided at least ten (10) days prior to the due date (including dates for such Tax Returns. The Buyer will cause any extension thereof) for filing such Tax Returns to be filed with the appropriate Tax Authority and will cause to be duly paid to the appropriate Tax Authority the amount of Taxes shown to be due on any such Tax Return. (c) In the case The amount of each Taxes shown to be due on any Tax Return filed in accordance with this Section 8.12 shall be final and binding upon the Parties, subject to any adjustment resulting from Tax contests as described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements8.5.

Preparation of Tax Returns. (a) The Company shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as -41- due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Indemnitor will be responsible for the preparation and filing of all Tax Returns for Company shall prepare and timely file or cause to the Company Subsidiaries for all Pre-Closing Periods, and will pay all third-party costs and expenses incurred in preparing and filing such Tax Returns. Acquiror will be prepared responsible for the preparation and timely filed filing of all Tax Returns for Company and the Company Subsidiaries for all Post-Closing Periods and any Tax period that includes a Straddle Period. All Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation Subsidiaries for any Tax periods ending on or before the Pre-Closing Date that are required to be filed after the Closing Date, Period and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns any Straddle Period shall be prepared in a manner consistent with the prior applicable entity's past practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer effect prior to the Closing Date; provided, however, that such past practices are in accordance with the Code and the regulations thereunder. Acquiror shall submit any Tax Return that includes a Straddle Period to Indemnitor for review and consent, which consent shall not be unreasonably withheld. Each of Acquiror, Seller and Indemnitor agrees to reasonably cooperate in making available information necessary to the preparation and filing thereof. Any of such Tax Returns shall and each agrees to make available, at its expense, records and employees of Company, Indemnitor, Seller and Acquiror necessary for the preparation or such Tax Returns. Acquiror and its accountants will be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such their review, a draft of each material Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after any period (or portion thereof) ending on or before the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative Date at least ten (10) 20 days prior to the due date (including any extension thereof) for filing Indemnitor intends to file such Tax Return. (c) In . To the case extent that positions previously taken on Tax Returns of each the Company and the Company Subsidiaries require further explication or substantiation in order for the Acquiror to prepare Tax Return described in Section 8.03(b)Returns with respect to Post-Closing Periods, not later than five (5) days before the due date for payment of Taxes Indemnitor and the Seller shall provide or cause to be provided such information and background with respect to such Tax Return, matters as the Equityholders shall pay Acquiror may from time to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statementstime reasonably request.

Preparation of Tax Returns. (ai) The Company Holding shall prepare and timely file or cause to be prepared and timely file or cause to be filed all Tax Returns of required to be filed by the Company Transferred Companies for all periods ending on or prior to the Closing Date which are required to be filed on or prior to before the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared consistently with the past practice of the Transferred Companies, as applicable, unless otherwise required by applicable Law. Holding shall provide (or cause to be provided) drafts of any such Tax Returns no later than thirty (30) days prior to the applicable due date (taking into account all extensions properly obtained) of such Tax Return for the Acquiror’s review and approval (such approval not to be unreasonably withheld, delayed or conditioned). (ii) The Acquiror shall prepare or cause to be prepared and file or cause to be filed all Tax Returns not described in Section 7.14(b)(i) that are required to be filed by or with respect to the Transferred Companies. In the case of any Tax Returns that relate to any Pre-Signing Tax Period or to any portion of a manner Straddle Period ending on the Closing Date, the Acquiror shall prepare such Tax Returns consistent with the prior past practices of the CompanyTransferred Companies, except as applicable, unless otherwise required by Applicable Law applicable Law, and shall provide (or agreed cause to in writing by Buyer be provided) drafts of such Tax Returns no later than thirty (30) days prior to the filing thereof. Any applicable due date (taking into account all extensions properly obtained) of such Tax Returns Return for the Transferor Parties’ review and approval (such approval not to be unreasonably withheld, delayed or conditioned). The Transferor Parties shall be provided pay the Acquiror an amount equal to Buyer at least fifteen the Transferor Taxes due with such Tax Return no later than five (155) Business Days prior to the due date (including valid extensions) for filing of such Tax Return and shall be revised in accordance with Buyer’s reasonable commentsTaxes. (biii) With respect to each Tax Return covering For purposes of this Section 7.14, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period which is required to be filed forPeriod, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of such Tax which relates to the portion of such Straddle Period ending on the Signing Date shall (A) in the case of any Taxes other than the Taxes shown as due on such Tax Return that is allocable based upon or related to a Pre-Closing Periodincome or receipts, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy deemed to be the amount of such Tax Return 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 Signing Date and the Statement related thereto to denominator of which is the Seller Representative at least ten number of days in the entire taxable period, and (10B) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In in the case of each any Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect based upon or related to such Tax Return, the Equityholders shall pay to Buyer an amount income or receipts be deemed equal to the total amount of Taxes reflected which would be payable if the relevant taxable period ended on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsSigning Date.

Preparation of Tax Returns. (a) The Company TPI shall have the right and obligation to timely prepare and timely file or file, and cause to be timely prepared and timely filed all filed, when due, any Tax Returns of the Company Return that is required to be filed on include the operations, ownership, assets or prior to the Closing Dateactivities of TPI, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company Contributed Assets, or its assets or operation of any Contributed Subsidiary for any Tax periods Periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders . TPI shall timely pay the Taxes due provide Newco with respect to copies of any such Tax Returns, except Returns (to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior that they relate to the filing thereof. Any such Tax Returns shall be provided to Buyer Contributed Assets or the Containerboard Business and reasonably may have a material effect on Newco's and its Affiliates' liability for Taxes) at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) 30 days prior to the due date (including any extension thereofas extended) for filing such Tax Returns. In the event that Newco reasonably determines that any such Tax Return should be modified, Newco shall notify TPI of Newco's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that TPI disagrees with such modifications, Newco and TPI shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a "Big-Five" accounting firm (other than the regular auditor of TPI or Newco) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by TPI and Newco. Any such Tax Return which TPI is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the Contributed Assets or the Containerboard Business and reasonably may have a material effect on Newco's or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by TPI. Newco shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due, all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Containerboard Business or of any Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the Contributed Subsidiaries, Straddle Period Returns). Newco shall provide TPI with copies of any Straddle Period Tax Returns required to be filed by Newco hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event TPI reasonably determines that any Straddle Period Tax Return should be modified, TPI shall notify Newco of TPI's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that Newco disagrees with such modifications, Newco and TPI shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a "Big Five" accounting firm (other than the regular auditor of TPI or Newco) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by TPI and Newco. Any Straddle Period Tax Return which Newco is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by Newco. (b) TPI shall prepare and provide to Newco such Tax information as is reasonably requested by Newco with respect to the operations, ownership, assets or activities of TPI, with respect to the Contributed Assets, or of any Contributed Subsidiary for Straddle Periods to the extent such information is relevant to any Tax Return which Newco has the right and obligation hereunder to file. (c) In the case of each The party not preparing a Tax Return described in Section 8.03(b), not later than five (5) days before shall pay the due date for payment of Taxes with respect to party preparing such Tax Return, the Equityholders shall pay to Buyer Return an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility non-preparing party's share of the Equityholders under Section 8.01Taxes shown on such Tax Return, except to if any, determined in accordance with the extent identified as short-term liabilities in principles of Articles VII and VIII, not later than 2 business days before the Financial Statementsfiling of such Tax Return.

Preparation of Tax Returns. (a) The Company Seller shall timely prepare and timely file file, or shall cause to be timely prepared and timely filed filed, with the appropriate Taxing authorities, all Non-Income Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date, Date (determined without regard to extensions) and the Equityholders shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return Straddle Period and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each timely pay all such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a PreNon-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by BuyerIncome Taxes. Buyer shall provide Seller with a copy draft of such Tax Return and the Statement Returns related thereto to the Seller Representative at least ten (10) Straddle Period 30 days prior to the due date (including any extension thereof) for filing of such Tax ReturnReturns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of each any Tax Return described in Section 8.03(b)based upon or related to income or receipts, not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders amount shall pay to Buyer an amount be equal to the total amount of Taxes reflected that would be payable if the relevant tax period ended on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsClosing Date.

Preparation of Tax Returns. (ai) The If any Acquired Company is required to be included in any consolidated, unitary, combined or similar Tax Return filed by Seller or any of its Affiliates (other than the Acquired Companies), Seller shall prepare and timely file file, or cause to be prepared and timely filed all filed, such Tax Returns Return and Buyer shall cause such Acquired Company to join Seller or such Affiliate in the filing of such Tax Return, and take any actions reasonably requested by Seller in connection with the Company required to be filed on or prior preparation and filing of such Tax Return to the Closing Dateextent in accordance with applicable Law. (ii) Seller shall prepare, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed prepared, all Income Tax Returns of or with respect to for the Company or its assets or operation Acquired Companies for any all Tax periods ending on or before the Closing Date that are required to be filed (each, a “Pre-Closing Tax Period”) with an initial due date after the Closing DateDate (each, and the Equityholders shall timely pay the Taxes due with respect to such a “Pre-Closing Income Tax Returns, except to the extent identified as shortReturn”). All Pre-term liabilities in the Financial Statements. Such Closing Income Tax Returns shall be prepared in a manner consistent with the prior practices past practice of the CompanyAcquired Companies and shall reflect, except as otherwise required to the extent allowed by Applicable Law or agreed applicable Law, a deduction for the Transaction Tax Deductions. All Pre-Closing Income Tax Returns shall reflect carrybacks of net operating losses, to in writing which Seller shall be entitled, to the maximum extent allowed by Buyer Law. At least thirty (30) days prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such on which any Pre-Closing Income Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for(taking into account any valid extensions), by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) Seller shall cause to be prepared each submit such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Income Tax Return to Buyer for Buyer’s review. Buyer shall provide a copy written notice to Seller of its disagreement with any items in such Pre-Closing Income Tax Return and the Statement related thereto to the Seller Representative at least within ten (10) days of its receipt of such Pre-Closing Income Tax Return, and if Buyer fails to provide such notice, such Pre-Closing Income Tax Return shall become final and binding upon the parties hereto, and Buyer shall timely and properly file such Pre-Closing Income Tax Return as prepared by Seller. If Buyer and Seller are unable to resolve any dispute regarding any Pre-Closing Income Tax Return within five (5) days after Buyer delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 2.5(f). The Accountants shall resolve any dispute in favor of Seller if Seller’s position is supported by the “more likely than not” standard under the Code. (iii) Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Income Tax Returns for the Acquired Companies for all Tax periods that begin on or before and end after the Closing Date (each such Tax period, a “Straddle Period” and each such Tax Return, a “Straddle Period Income Tax Return”). All Straddle Period Income Tax Returns shall be prepared consistent with the past practice of the Acquired Companies. At least thirty (30) days prior to the due date on which any Straddle Period Income Tax Return is required to be filed (including taking into account any extension thereofvalid extensions), Buyer shall submit such Straddle Income Period Tax Return and a pro forma Income Tax Return for the portion of the Straddle Period ending on the Closing Date (a “Pro Forma Return”), to Seller for Seller’s review. Seller shall provide written notice to Buyer of its disagreement with any items in such Straddle Period Income Tax Return or related Pro Forma Return within ten (10) for filing days of its receipt of such Straddle Period Income Tax Return or related Pro Forma Return, and if Seller fails to provide such notice, such Straddle Period Income Tax Return. (c) In , and any related Pro Forma Return, shall become final and binding upon the case of each parties hereto, and Buyer shall timely and properly file such Straddle Period Income Tax Return. If Buyer and Seller are unable to resolve any dispute regarding any Straddle Period Income Tax Return described or related Pro Forma Return within five (5) days after Seller delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 8.03(b2.5(e). The Accountants shall resolve any dispute in favor of Seller if Seller’s position is supported by the “more likely than not” standard under the Code. Seller shall pay to Buyer the Seller’s portion, determined in accordance with Section 7.5(b), of any Income Taxes reflected as due on any Straddle Period Income Tax Return (as finally prepared pursuant to this Section 7.5(a)(iii)) not later than five (5) days before prior to the due date for payment of Taxes with respect to filing such Straddle Period Income Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company Following the Closing, Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company required to be filed by the Company (as defined after the Reorganization) after the Closing Date that relate to any taxable period beginning on or before and ending after the Closing Date (each such period a “Straddle Period” and each such Tax Return a “Straddle Period Tax Return”). No later than five Business Days prior to the due date of any Straddle Period Tax Return, Seller shall pay to Purchaser the amount of Taxes that are shown as due on the Straddle Period Tax Return and are attributable to the portion of the applicable Straddle Period ending on the Closing Date, except to the extent that all or a portion of the amount of such Taxes is included in Indebtedness in a manner that results in a reduction in the Closing Purchase Price. Straddle Period Tax Returns shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Seller for Seller’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) not less than fifteen days prior to the due date for the filing of such Tax Return, or, for any Straddle Period Tax Return due to be filed within 15 days after the Closing Date, as soon as practicable after Closing. (b) The Parties agree that the Tax Returns referenced in Section 8.2(a) do not include any Tax Returns of the Company that are filed on a consolidated, affiliated or similar group basis with Seller or other subsidiaries of Seller. Seller shall cause to be timely filed all Tax Returns required to be filed by the Company (including, for the avoidance of doubt and without limitation, as a corporation for U.S. federal (and applicable state and local) income tax purposes before the Reorganization and as a limited liability company after the Reorganization) after the Closing Date that relate to any Pre-Closing Period. Seller shall be responsible for paying all Taxes that are shown or required to be shown as due on any such Tax Return. (c) The Parties agree that if there are state and local income Tax Returns to be filed by the Company (prior to the Reorganization) after Closing that relate to a Pre-Closing Period, Seller shall prepare and file such Tax Returns, and pay any Taxes shown as due on such Tax Returns. (d) Except as otherwise required by applicable Regulations, Purchaser shall not, nor shall it permit or cause any of its Affiliates or the Company, to (i) amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company for any period (or portion thereof) ending on or prior to the Closing Date, and shall timely pay all Taxes (ii) file any Tax Return of the Company due for any period (or portion thereof) ending on or prior to the Closing Date in a jurisdiction in which the Company did not previously file Tax Returns, (iii) voluntarily initiate any contact with any Tax Authority with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods (or portions thereof) ending on or before the Closing Date, or (iv) make any election that has effect to a Tax period that includes the Closing Date that are required or any date prior to be filed after the Closing Date. For the avoidance of doubt, and this Section 8.2(d) shall not be applicable to any action taken by Purchaser or the Equityholders shall timely pay the Taxes due Company in connection with respect any Tax proceeding for which Seller fails to such Tax Returns, except to the extent identified assume control as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required permitted by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable commentsSection 8.6. (be) With respect Each Seller Party (and its Affiliates) covenant and agree not to each Tax Return covering a Straddle Period which is required make any election to (or take any other action that would) cause the Company (following the Reorganization) to be filed for, by, on behalf of or with respect to classified as anything other than an entity that is disregarded as separate from Holdco for U.S. federal (and applicable state and local) income tax purposes at the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion time of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax ReturnClosing. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company Seller Equityholders shall prepare or cause to be prepared all Tax Returns of Seller for any Preclosing Tax Period of Seller (including amended Tax Returns) (Preclosing Period Returns). Seller Equityholders shall timely file, or cause to be timely filed, all the Preclosing Period Returns that are due on or before the Closing Date (giving effect to any extensions thereto). Seller Equityholders, jointly and severally, shall timely file pay, or cause to be paid, all Taxes imposed upon Seller with respect to the Preclosing Period Returns. (b) Seller Equityholders shall prepare or cause to be prepared and timely filed all provide Buyer with Preclosing Period Returns that are due after the Closing Date (giving effect to any extensions). Promptly upon the finalization of the Tax Returns and in any case not later than 30 days before the last date for timely filing of the Company Tax Returns (giving effect to any valid extensions), Seller Equityholders shall deliver to Buyer (1) an original of the Tax Return and (2) a check payable to the appropriate taxing authority in the amount of any Taxes payable by Seller shown as due (less any reserve on the Closing Balance Sheet relating to any Taxes). Buyer shall have the right to review and comment on such returns. Buyer shall cause the Preclosing Period Returns to be executed by the appropriate officer of Seller and shall file the returns, together with the appropriate payment, if any, on a timely basis. (c) All Tax Returns that Seller Equityholders are required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or in accordance with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns this Section 11.2 shall be prepared in a manner consistent with past practice, and on the Tax Returns no positions shall be taken, elections made, or method adopted that is inconsistent with positions taken, elections made, or methods used in preparing and filing similar Tax Returns in prior practices periods (including, but not limited to, positions that would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to period for which Seller Equityholders are liable). (d) Buyer shall prepare or cause to be prepared all Tax Returns of Seller for any and all Reporting Periods ending on and after the Closing Date. Buyer shall timely file, or cause to be timely filed, all of those Tax Returns and Buyer shall timely pay, or cause to be paid, all Taxes imposed upon with respect to those Tax Returns. (e) Buyer shall prepare, or cause to be prepared, all Tax Returns of Seller for any and all Straddle Periods. All Tax Returns for a Straddle Period shall be submitted to Seller Equityholders at least 30 days before the last date for timely filing of the CompanyTax Return (giving effect to any valid extensions), accompanied by a statement calculating in reasonable detail and in accordance with Section 11.2(f) any payments required of Seller Equityholders with respect to the amounts payable by Seller shown as due on the Tax Returns after giving effect to any Tax payments made before the Closing Date. The amount of any Tax payment required of Seller Equityholders under this Section 11.2(e) shall be paid by Seller Equityholders on or before the last date for timely filing the Tax Return (including any valid extensions). (f) Regarding any Straddle Period, Seller Equityholders jointly and severally shall be responsible only for the Taxes imposed upon Seller as are allocable to the portion of the Straddle Period ending on the Closing Date (less any reserve on the Closing Balance Sheet relating to those Taxes). Buyer shall be responsible for, and shall timely pay, or cause to be paid, all other Taxes with respect to all Straddle Periods. The Tax liabilities for each Straddle Period for Seller shall, except as otherwise required by Applicable Law applicable law, be determined by closing the books and records of Seller as of the Closing Date by treating each Straddle Period as if it were a separate Reporting Period, and by employing accounting methods that are consistent with those employed in preparing the Tax Returns for Seller in Preclosing Period Returns and that do not have the effect of distorting income, receipts, or agreed to in writing expenses (taking into account the transactions contemplated by Buyer prior this Agreement), except that (a) transactions occurring on the Closing Date and after the Closing shall be allocated to the filing thereof. Any such taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, (b) exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each period, and (c) in the case of any Tax imposed upon the ownership or holding of real or personal property, the Taxes shall be prorated based on the percentage of the actual period to which the Taxes relate that precedes the Closing Date, provided that if the transactions contemplated by this Agreement result in the reassessment of the value of any property owned by Seller for property Tax purposes, or the imposition of any property Taxes at a rate that is different than the rate that would have been imposed if the transactions had not occurred, then (1) the portion of the property Taxes for the portion of the Straddle Period that ends on and includes the Closing Date shall be determined on a daily basis, using the assessed value and Tax rate that would have been applied had the transactions not occurred, and (2) the portion of the property Taxes for the portion of the Straddle Period beginning after the Closing Date shall be the total property Taxes for the Straddle Period minus the amount described in clause (1) of this sentence. (g) All Tax Returns shall that Buyer is required to prepare or cause to be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised prepared in accordance with Buyer’s reasonable commentsSection 11.2(e) shall be prepared in a manner consistent with past practice and, on the Tax Returns, no positions shall be taken, elections made, or method adopted that is inconsistent with positions taken, elections made, or methods used in preparing and filing similar Tax Returns in prior periods (including, but not limited to, positions that would have the effect of accelerating income to periods for which Seller Equityholders are liable or deferring deductions to period for which Buyer is liable). (bh) With respect To the extent not taken into account in determining working capital on the Closing Date, Seller Equityholders shall be entitled to each Tax Return covering a Straddle Period which is required to be filed forany credits, byrebates, on behalf or refunds of or Taxes of Seller payable with respect to any Preclosing Tax Period of Seller and, with respect to any Straddle Period, the Company portion of the Straddle Period ending on and including the Closing Date. Buyer shall cause the amount of the credits, rebates, or refunds of Taxes to which Seller Equityholders are entitled under this Section 11.2(h), but which were received by or credited to Seller after the Closing Date, to be paid to Seller Equityholders (pro rata) within 10 Business Days following the receipt or crediting. Buyer shall send written notice to Seller Equityholders of any credit, rebate, or refund as soon as possible after Buyer becomes aware of them. (i) Buyer and Seller Equityholders shall cause cooperate with one another with respect to be prepared each such Tax Return matters as more fully set forth in this Section 11. Buyer and Seller Equityholders 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 11 and any audit, litigation, or other proceeding with respect to Taxes. The cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to the Tax Return, audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller Equityholders agree (i) to retain all books and records with respect to Tax matters pertinent to the Seller relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller Equityholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) shall determine to give the portion other party reasonable written notice before transferring, destroying, or discarding any of the Taxes shown books and records and, if the other party so requests, Buyer or Seller Equityholders, as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b)may be, not later than five (5) days before shall allow the due date for payment of Taxes with respect other party to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility take possession of the Equityholders under Section 8.01, except books and records to the extent identified as short-term liabilities in the Financial Statementsthey would otherwise be destroyed or discarded.

Preparation of Tax Returns. (a) The Company Seller Representative, at Sellers’ expense, shall prepare and timely file prepare, or cause to be prepared and timely filed prepared, all Income Tax Returns of the Company required to be filed on or prior to the and its Subsidiaries for all Pre-Closing Date, Tax Periods and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date Straddle Periods that are filed or required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at At least fifteen thirty (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (1030) days prior to the due date (including or earlier filing of any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Income Tax Return, the Equityholders Seller Representative shall pay provide to Buyer an amount equal a draft of such Income Tax Return and shall, prior to Buyer’s filing thereof, consider in good faith any changes reasonably requested by Buyer in writing; provided that the total amount Seller Representative shall incorporate any reasonable comments from Buyer in respect of Taxes reflected on the Statement which are the responsibility any Income Tax Return of the Equityholders under Company and its Subsidiaries for a Straddle Period. Buyer shall, at its expense, prepare and timely file, or cause to be prepared and filed, all Tax Returns of a Blocker that are filed or required to be filed after the Closing Date. Subject to this Section 8.017.10(a), except each such Tax Return that includes a Pre-Closing Tax Period shall be prepared in a manner that is consistent with past practice to the extent identified permitted under applicable Law. At least fifteen (15) days prior to the date on which any such Tax Return that is an Income Tax Return of a Blocker that includes a Pre-Closing Tax Period is filed, Buyer shall provide to the Seller Representative a draft of such Tax Return and shall, prior to filing thereof, consider in good faith any comments reasonably requested by the Seller Representative; provided that Buyer shall incorporate any reasonable comments from the Seller Representative solely to the extent such Tax Returns are reasonably expected to impact the calculation of Taxes for purposes of Actual Working Capital and/or Actual Indebtedness and such amounts have not been finally determined pursuant to Section 2.07 of this Agreement. The Transaction Tax Deductions shall be included as short-term liabilities in deductions on the Financial StatementsTax Returns of the Company and its Subsidiaries (and the Blockers, as applicable) for, and otherwise be allocated to, Tax periods ending on or prior to the Closing Date to the extent permitted under a “more likely than not” or higher standard of review.

Preparation of Tax Returns. (ai) The Sellers’ Representative shall timely prepare, or shall cause to be prepared, all income Tax Returns of the Company (including, for the avoidance of doubt, any IRS Forms 1065 or Schedules K-1) with respect to any Pre-Closing Tax Period that are filed after the Closing Date (the “Seller Prepared Tax Returns”). All such Seller Prepared Tax Returns shall prepare be prepared at the cost and timely expense of the Sellers’ Representative (for the benefit of the Company Sellers and the TopCo Sellers) and in a manner consistent with past practice and this Agreement, except as otherwise required by Applicable Laws. The Sellers’ Representative shall deliver a draft of such Seller Prepared Tax Returns (together with any related workpapers, formulary apportionment calculations and supporting materials) to Buyer for its review and comment not less than thirty (30) days prior to the date on which such Seller Prepared Tax Returns are due to be filed (taking into account any applicable extensions). Within fifteen (15) days following Buyer’s receipt of any Seller Prepared Tax Return, Buyer shall notify the Sellers’ Representative in writing with any comments to such Seller Prepared Tax Return. The Sellers’ Representative shall consider any such reasonable comments of Buyer with respect to such Seller Prepared Tax Returns in good faith and Buyer shall file or cause to be filed such Seller Prepared Tax Return. (ii) Buyer shall timely prepare and file, or shall cause to be prepared and timely filed filed, all Tax Returns of the Company required to be filed on or prior to for the Pre-Closing Date, Tax Periods and shall timely pay all Taxes of the Company Straddle Periods due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before after the Closing Date that are required not Seller Prepared Tax Returns (the “Buyer Prepared Tax Returns”). The cost and expense of such preparation and filing with respect to Buyer Prepared Tax Returns for Pre-Closing Tax Periods shall be filed borne by the Sellers’ Representative (for the benefit of the Company Sellers and the TopCo Sellers) and the cost and expense of such preparation and filing with respect to Buyer Prepared Tax Returns for Straddle Periods shall be equitably apportioned between Buyer, on the one hand, and the Sellers’ Representative (for the benefit of the Company Sellers and the TopCo Sellers), on the other hand, based on the number of days in such Straddle Period occurring prior to or on the Closing Date and the number of days in such Straddle Period occurring after the Closing Date, . Schedule 6.6(b)(ii) sets forth a complete and correct list of the Equityholders shall timely pay the Taxes due with respect to such Buyer Prepared Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such All Buyer Prepared Tax Returns shall be prepared in a manner consistent with the prior practices of the Companypast practice and this Agreement, except as unless otherwise required by Applicable Law Laws. Buyer shall deliver a draft of any income or agreed other material Buyer Prepared Tax Returns to the Sellers’ Representative for its review and comment as soon as reasonably practicable (which, in writing by Buyer the case of income Tax Returns, shall be not less than thirty (30) days) prior to the filing thereof. Any date on which such Buyer Prepared Tax Returns are due to be filed (taking into account any applicable extensions). As soon as reasonably practicable (which, in the case of income Tax Returns, shall be provided to Buyer at least within fifteen (15) Business Days prior days) following the Sellers’ Representative’s receipt of any such Buyer Prepared Tax Return, the Sellers’ Representative shall notify Buyer in writing with any comments to such Buyer Prepared Tax Return. To the extent such comments relate to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, Buyer shall consider such reasonable comments of the Sellers’ Representative with respect to such Buyer Prepared Tax Returns in good faith. Notwithstanding anything herein to the due date (including valid extensions) contrary, and for filing such the avoidance of doubt, Buyer shall not be required to provide any U.S. federal consolidated income Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (bor any combined, consolidated, unified or similar income Tax Return) With respect to each Tax Return covering a Straddle Period which is required to be filed forby Buyer or any of its Affiliates as the “common parent” of an “affiliated group” (within the meaning of Section 1504 of the Code or any similar or analogous provision of applicable income Tax law), byor any portion thereof, in any form or manner whatsoever to any other Person pursuant to this Agreement, and in no event shall the Sellers’ Representative have any right to review or comment on behalf any such Tax Return or any position taken therein. (iii) The Parties will cause a valid election under Section 754 of or the Code to be made and maintained with respect to the Company after for its taxable year that includes the Closing Date, Buyer (i) . The Tax Items of the Company shall cause to be prepared each such allocated for Tax Return reporting purposes, to the maximum extent permitted by Applicable Laws, between the pre-Closing and (ii) shall determine post-Closing portions of Straddle Periods by using the portion “closing of the Taxes shown books method” as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to end of the extent identified as short-term liabilities in the Financial StatementsClosing Date.

Preparation of Tax Returns. (ai) The Company Unless prohibited by applicable law, Purchaser and Sellers shall prepare and timely file or cause to be prepared and timely filed close all Tax Returns periods of the Company required to be filed Foreign Subsidiaries on or prior to the Closing Date, and shall timely pay cooperate to complete any necessary elections or filings to close all Taxes of Tax periods on the Company due with respect to such Tax ReturnsClosing Date. Seller Representative Purchaser shall prepare and timely file or cause to be prepared and timely filed all income or franchise Tax Returns of or required to be filed with respect to the Company or its assets or operation Foreign Subsidiaries for any Tax taxable periods ending prior to or on or before the Closing Date and including amended returns, applications for loss carryback refunds and applications for estimated tax refunds (all such income and franchise Tax Returns, amended returns and refund applications are referred to as the "Prior Period Returns"). Sellers shall make available to Purchaser (and to Purchaser's accountants and attorneys) any and all books and records and other documents and information in its possession or control relating to the Foreign Subsidiaries requested by Purchaser to prepare the Prior Period Returns. If any Prior Period Returns reflect an obligation to pay Taxes that were not accrued on the books of account of the Foreign Subsidiaries through the Closing Date, then the Purchasers shall provide to the Sellers such Prior Period Returns within 15 days prior to the due date for such returns, including extensions, and the Sellers shall pay to the Purchaser, not later than 5 days prior to the due date for such returns, an amount equal to the excess of such Taxes over such accruals. (ii) A "Straddle Period" is any Tax period that includes (but does not end on) the Closing Date. Purchasers shall cause to be prepared and filed all income or franchise Tax Returns required to be filed with respect to the Foreign Subsidiaries for any Straddle Period (each a "Straddle Period Return"). Income or franchise Taxes attributable to any Straddle Period shall be determined as if the Tax period ended on the Closing Date based on a closing of the books on such date. The Sellers shall be responsible for income or franchise Taxes for that portion of any Straddle Period ending on the Closing Date. If the portion of the Tax shown on any such Tax Return that is the responsibility of the Sellers ("Sellers' Portion") exceeds the accruals for such Taxes on the applicable Foreign Subsidiary's books of account, then the Purchasers shall provide a copy of such Tax Return, together with a computation of the Sellers' Portion, within 15 days prior to the due date for such returns, including extensions. Sellers shall pay the excess of the Sellers' Portion over such accruals to the Purchaser no later than 5 days prior to the due date of any Straddle Period Tax Return. (iii) Purchaser shall file any and all other Tax Returns for any Acquired Subsidiary that are required not Prior Period Returns or Straddle Period Tax Returns and which are to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company Seller shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all (i) Tax Returns of of, or with respect to that include, the Company or its any Continuing Subsidiary or any of their respective assets or operation operations for any Pre-Closing Tax periods ending Periods that end on or before the Closing Date and (ii) any Tax Returns with respect to Seller Combined Taxes. Seller shall control the determination of whether any transaction with respect to a Corporate Continuing Subsidiary that occurs on the Closing Date is properly allocable to the portion of such Corporate Continuing Subsidiary’s day after the Closing under the “next day rule” of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B). Buyer shall cause the Company and the Continuing Subsidiaries to timely execute and deliver such authorizations, Consents, or powers of attorney as shall be reasonably requested by Seller to permit Seller to file, or cause to be filed, all Tax Returns that Seller is required to file, or cause to be filed, pursuant to this Section 6.1(a) and that are required to be filed after the Closing Date. Seller will deliver to Buyer a copy of each such Tax Return filed after the Closing Date that is a Separate Return of the Company or a Continuing Subsidiary at least fourteen (14) days (five (5) days for any such Tax Return relating to sales or use Taxes) prior to filing and will consider all reasonable comments made by Buyer with respect thereto. Seller shall remit to the appropriate Taxing Authority the amount of Taxes shown as payable on such Tax Return at the ▇▇▇▇ ▇▇▇▇▇▇ files (or causes to be filed) such Tax Return with the appropriate Taxing Authority. (b) Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Straddle Period Tax Returns that are Separate Returns of the Equityholders Company and any Continuing Subsidiary that are filed after the Closing Date. Buyer shall timely pay the or cause to be paid all Taxes due thereon or otherwise imposed with respect to such Tax ReturnsStraddle Period; provided, except to the extent identified however, that Seller shall reimburse Buyer for any portion of such Taxes that are Pre-Closing Straddle Period Taxes as short-term liabilities defined in the Financial StatementsSection 6.1(c). Such All Straddle Period Tax Returns described in this Section 6.1(b) shall be prepared in a manner consistent with the prior practices past practice of Seller, the Company or a Continuing Subsidiary, as applicable (except to the extent there is no reasonable basis therefor, or a change in Law or fact). Buyer will deliver to Seller a copy of each such Straddle Period Tax Return at least fourteen (14) days (five (5) days for any such Straddle Period Tax Returns of the Company, except as otherwise required by Applicable Law Company or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be Continuing Subsidiary that are filed for, by, on behalf of or with respect to sales or use Taxes) prior to filing and will consider all comments made by Seller with respect thereto in good faith. Buyer shall reimburse Seller for any Post-Closing Straddle Period Taxes (as defined in Section 6.1(c)) with respect to any Straddle Period Tax Returns that are Separate Returns of the Company after and any Continuing Subsidiary that are filed on or before the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto except to the extent any payments by Seller Representative at least ten (10) days prior are reflected as a Current Asset in the Closing Date Working Capital, as finally determined pursuant to the due date (including any extension thereof) for filing such Tax ReturnSection 2.5. (c) In For the purposes of this Agreement, in the case of each any Taxes that are payable with respect to a Straddle Period Tax Return described in Section 8.03(b6.1(b), not later the amount of such Taxes attributable to the portion of such Straddle Period ending on the Closing Date (“Pre-Closing Straddle Period Taxes”) shall (i) in the case of Taxes other than five income, profit, gains, sales and use and withholding Taxes be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which shall be the number of days in the Tax period ending on and including the Closing Date and the denominator of which shall be the number of days in the entire Tax period; and (5ii) days before in the due date for payment case of income, profit, gains, sales and use and withholding Taxes be determined from the books and records of the Company or Continuing Subsidiary, as applicable, as though the taxable year of the Company or such Continuing Subsidiary, as applicable, terminated at the close of business on the Closing Date. For purposes of this Agreement, “Post-Closing Straddle Period Taxes” shall mean Taxes with respect to such any Straddle Period Tax Return, the Equityholders shall pay to Buyer an amount equal Return described in Section 6.1(b) that are attributable to the total amount portion of any Straddle Period beginning after the Closing Date. Transfer Taxes reflected on the Statement which are the responsibility of the Equityholders under shall be addressed as provided in Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements2.6.

Preparation of Tax Returns. (a) The Company shall Sellers shall, at the expense of Sellers, prepare and timely file file, or shall cause to be prepared and timely filed filed, all “S corporation” or other flow-through income Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for Acquired Companies where Tax on the income is paid solely by Sellers including any such income Tax periods ending on or before Return of Sellers that includes the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to Acquired Companies (such Tax Returns, except to “Flow-Through Tax Returns”). For the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices avoidance of the Companydoubt, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such any income Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the which any Tax is paid by an Acquired Company after the Closing Dateshall not be a Flow-Through Tax Return. At least twenty (20) days prior to filing an Flow-Through Tax Return, Sellers shall make available to Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy draft of such Tax Return for Buyer’s review and the Statement related thereto to the Seller Representative Sellers will consider in good faith all reasonable comments received from Buyer at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment the applicable Tax Return. Sellers shall pay or cause to be paid any Taxes attributable to all Flow-Through Tax Returns (such Taxes, “Flow-Through Taxes”). Each Acquired Company shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns other than Flow-Through Tax Returns, if any, that are required to be filed by such Acquired Company and its Subsidiaries (taking into account any extension properly obtained) on or before the applicable Closing Date (“Acquired Company Prepared Returns”), and shall pay, or cause to be paid, all Taxes due on or before the applicable Closing Date. All Acquired Company Prepared Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of such Acquired Company or Subsidiary with respect to such items, except as otherwise required by applicable Law. At least twenty (20) days prior to filing an Acquired Company Prepared Return that is an income or other material Tax Return, the applicable Acquired Company shall make available to Buyer a draft of such Tax Return for Buyer’s review and comment. The Acquired Companies will consider in good faith all reasonable comments received from Buyer at least five (5) days before the due date for the applicable Tax Return. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Acquired Companies for a Pre-Closing Tax Period or Straddle Period that are required to be filed after the applicable Closing Date (the “Buyer Prepared Returns”). All such Buyer Prepared Returns that are not for a Straddle Period shall be prepared in a manner consistent with such Acquired Company’s past practice, except as otherwise required by applicable Law. In the event that any Buyer Prepared Return that is an Income Tax Return shows any material Unpaid Pre-Closing Taxes that are subject to indemnification by the Indemnifying Parties pursuant to this Agreement, Buyer will submit such Buyer Prepared Return to the Sellers for review and comment at least twenty (20) days (or, if such Buyer Prepared Return is required to be filed within twenty (20) days after the Agreement Date, as soon as practicable after the Agreement Date) prior to the filing of such Buyer Prepared Return (taking into account any validly obtained extensions of time to file); provided, that any failure or delay in providing any Buyer Prepared Return to the Sellers shall not relieve the Indemnifying Parties of any indemnification obligations with respect to such Tax Return, . Buyer will consider in good faith all reasonable comments received from the Equityholders shall pay to Buyer an amount equal to Sellers at least five (5) days before the total amount of Taxes reflected on due date for the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statementsapplicable Tax Return.

Preparation of Tax Returns. For the taxable year -------------------------- ending on the Closing Date (a) The Company shall prepare and timely file or, with respect to any state or cause to be prepared and timely filed all local Tax Returns for which the taxable year of the Company does not end on the Closing Date, the taxable year that includes the Closing Date), the Company shall claim compensation deductions that include the ▇▇▇▇▇▇/St. Andre Payments and the Bonus Payments, except to the extent expressly not allowed by applicable law. To the extent that such deductions result in a net operating loss for such taxable year, such net operating loss shall be carried back to prior taxable years of the Company to the extent allowable under applicable law. Such Tax Returns shall be prepared on a basis consistent with prior tax years unless a different treatment is required by an intervening change in law, or in facts. The parties agree that if the Company is permitted, but not required, under applicable state or local income or franchise tax laws to treat the Closing Date as the last day of a Tax period, they will treat the Tax period as ending on the Closing Date. NTI-CA shall prepare all such Tax Returns to be filed on a combined, consolidated or prior to the Closing Date, and shall timely pay all Taxes of the Company due unitary basis with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or NTI-CA with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required only. Sellers shall prepare all other Tax Returns of the Company relating to be filed after any taxable years ending on or prior to the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns prepared by Sellers shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior subject to the filing thereof. Any reasonable review of Purchaser, and after such Tax Returns have been finalized shall be provided to Buyer filed by the Company. Purchaser and the Company shall reasonably cooperate with the Sellers, and at least fifteen (15) Business Days prior to the due date (including valid extensions) Sellers' expense, in pursuing any claims for filing such Tax Return and refund. Sellers shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required pay or cause to be filed for, by, on behalf of or paid when due and payable all Taxes with respect to the Company after for any taxable period ending on or before the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except Date to the extent identified as short-term liabilities such Taxes exceed the amount of Reserved Taxes. Purchaser shall prepare and timely file or cause the Company to prepare and timely file all Tax Returns for which Sellers are not responsible. Purchaser and the Company agree to notify Sellers in the Financial Statementswriting prior to filing any return that reports any material item in a manner that is materially inconsistent with prior years and to consider all comments made by Sellers with respect thereto in good faith.

Preparation of Tax Returns. (ai) The Company Equityholders’ Representative will prepare or cause to be prepared all Tax Returns for the Group Companies for all Pre-Closing Tax Periods which are filed after the Closing Date. No later than twenty (20) days prior to filing, the Equityholders’ Representative will deliver or cause to be delivered to Parent all such Tax Returns and any related work papers and will permit Parent to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by Parent unless otherwise required by applicable Law. Parent shall prepare and timely file or cause to be prepared timely filed each such Tax Return and timely filed all pay or cause to be timely paid the amount of any Taxes shown due thereon to the appropriate Taxing Authorities; provided, however, that the Equityholders’ Representative shall reimburse Parent or the applicable Group Company for the amount of such Taxes, to the extent such Taxes were not included as a liability in the calculation of Closing Working Capital, no later than thirty (30) days after the filing of the applicable Tax Return. (ii) To the extent that any Tax Returns of the Company required Group Companies relate to be filed on or prior to the Closing Dateany Straddle Periods, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall Parent will prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices Tax Returns of the Company, except as Company and its Subsidiaries unless otherwise required by Applicable applicable Law and file or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required cause to be filed for, by, any such Tax Returns. Parent will permit the Equityholders’ Representative to review and comment on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return described in the preceding sentence at least twenty (20) days prior to filing such Tax Returns and (ii) shall determine will make such revisions to such Tax Returns as are reasonably requested by the portion Equityholders’ Representative unless otherwise required by applicable Law. Parent will timely pay or cause to be timely paid the amount of the any Taxes shown as due on such Tax Return Returns to the appropriate Taxing Authorities; provided, however, that the Equityholders’ Representative shall reimburse Parent or the applicable Group Company for the portion of such Taxes which relates to the portion of the Straddle Period ending on the Closing Date, to the extent such Taxes were not included as a liability in the calculation of Closing Working Capital,, no later than thirty (30) days after the filing of the applicable Tax Return. For purposes of this clause (ii) and other relevant provisions of this Agreement (including Article IX), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date will (A) 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 Straddle Period multiplied by a fraction (1) the numerator of which is allocable the number of days in the portion of such Straddle Period ending on the Closing Date and (2) the denominator of which is the number of days in the entire Straddle Period, and (B) 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 Straddle Period will 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 will be made in a manner consistent with GAAP and the prior practice of the Group Companies unless otherwise required by applicable Law. (iii) Subject to Section 6.9(e), Parent shall not amend (or cause to be amended) any Tax Return of any Group Company for any Pre-Closing PeriodTax Period or, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as shortit would affect any Pre-term liabilities Closing Taxes, any Straddle Period, or make (or cause to be made) any Tax election that has retroactive effect to any Pre-Closing Tax Period or, to the extent it would affect any Pre-Closing Taxes, any Straddle Period, in each case without the Financial Statementsprior written consent of the Equityholders’ Representative, which consent shall not be unreasonably withheld.

Preparation of Tax Returns. (a) The Company Sellers’ Representative shall prepare and timely file file, or shall cause to be prepared and timely filed, all Tax Returns in respect of the Company Group that are required to be filed (taking into account any extension that is automatically granted if timely filed) before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company (except as otherwise required by applicable Law). (b) The Sellers’ Representative, at its sole expense, shall prepare and timely file, or cause to be prepared and timely filed all fled, any Flow-Through Tax Returns of the Company Return required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of by the Company Group for any Pre-Closing Tax Period, the due with respect date of which (taking to such account extension of time to file) is after the Closing. Such Flow-Through Tax ReturnsReturn for the final Pre-Closing Tax Period shall include all Transaction Tax Deductions. Seller The Sellers’ Representative shall prepare and timely file or cause to be prepared and timely filed such all Flow-Through Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior past procedures and practices of the Company, Company Group except as otherwise required by Applicable Law this Agreement or agreed to in writing by Buyer prior Law. The Sellers’ Representative shall deliver to the filing thereof. Any Purchaser for its review a draft of any such Flow-Through Tax Returns shall be provided to Buyer Return at least fifteen twenty (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (1020) days prior to the due date (including any extension thereoftaking into account extensions of time to file) (or as soon as reasonably practicable if the due date for filing such Tax Return is within twenty (20) days of the Closing) for the filing of such Flow-Through Tax Return. The Purchaser shall notify the Sellers’ Representative of any objections within ten (10) days of receipt of such draft Flow-Through Tax Return and the Sellers’ Representative shall incorporate any reasonable comment that the Purchaser submits to the Sellers’ Representative; provided, that if Purchaser and the Sellers’ Representative are unable to agree on the final form of any such Tax Return after good faith negotiations, then the dispute shall be submitted to and resolved by the Independent Accountant in accordance with the dispute resolution procedure set forth in Section 1.05(e). (c) In Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the case Company Group for any Pre-Closing Tax Period (other than the income Tax Returns which will be prepared by Sellers’ Representative pursuant to Section 11.02(b)), the due date of each which (taking into account extension of time to file) is after the Closing Date. To the extent any such Tax Return described in Section 8.03(bis a Flow-Through Tax Return or reports a Seller Indemnified Tax (but solely to the extent such Tax Return reports a Seller Indemnified Tax) (such a Tax Return a “Seller Review Tax Return”), not later than five Purchaser shall prepare such Tax Return in a manner consistent with the past procedures and practices of the Company Group except as required by this Agreement or by Law. Purchaser shall deliver to the Sellers’ Representative for its review a draft of any Seller Review Tax Return at least twenty (520) days before prior to the due date (taking into account extensions of time to file) (or as soon as reasonably practicable if the due date for payment filing such Tax Return is within twenty (20) days of the Closing) for the filing of such Seller Review Tax Return. The Sellers’ Representative shall notify Purchaser of any objections within ten (10) days of receipt of such draft Seller Review Tax Return and Purchaser shall incorporate any reasonable comment that the Sellers’ Representative submits to Purchaser; provided, that if Purchaser and the Sellers’ Representative are unable to agree on the final form of any such Tax Return after good faith negotiations, then the dispute shall be submitted to and resolved by the Independent Accountant in accordance with the dispute resolution procedure set forth in Section 1.05(e). (d) With respect to any specific Tax for which the Company Group is required to file a Tax Return for a Straddle Period, the parties agree to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending at the end of the day on the Closing Date (including for purposes of preparing any Tax Returns in accordance with this Section 11.02), to the extent permitted by applicable Law: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the Pre-Closing Tax Period shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending at the end of the day on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes and withholding Taxes), the amount attributable to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company Group holds a beneficial interest shall be deemed to terminate at such time). (e) Without the prior written consent of the Sellers’ Representative (which shall not be unreasonably withheld, conditioned or delayed), Purchaser will not, and will cause the Company Group not to, take any of the following actions with respect to such Taxes or Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility Returns in each case for any Pre-Closing Tax Period: (i) amend any Flow-Through Tax Return of the Equityholders under Section 8.01, except Company Group or any Tax Return to the extent identified as shortit reports a Seller Indemnified Tax, in each case for any Pre-term liabilities in Closing Tax Period, (ii) change any Tax election with respect to the Financial StatementsCompany Group that has retroactive effect to any Pre-Closing Tax Period, (iii) extend or waive any statute of limitations with respect to Taxes or Tax Returns of the Company Group for any Pre-Closing Tax Period, or (iv) initiate any voluntary disclosure proceeding with a Governmental Entity with respect to Taxes of the Company Group for any Pre-Closing Period.

Preparation of Tax Returns. (ai) The Company Sellers shall prepare or cause to be prepared all Tax Returns for the Target Companies and their Subsidiaries for all taxable periods ending on or prior to the Closing Date (each, a “Seller Return”) and shall timely file or cause to be prepared and timely filed all Tax Returns of the Company any such Seller Return that is required to be filed on or prior to the Closing Date, and Date (taking into account applicable extensions). Each Seller Return shall timely pay all Taxes be prepared on a basis consistent with the past practice of the Company due with Target Companies and their Subsidiaries, except to the extent otherwise required by applicable Law. With respect to such Tax Returns. any Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date Return that are required is to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen not later than thirty (1530) Business Days (or as soon as is reasonably practicable and in no event later than five (5) Business Days in the case of Tax Returns that do not relate to Income Taxes) prior to the due date (including valid taking into account applicable extensions) for the filing of such Tax Seller Return, Sellers shall provide Purchasers with a copy of such Seller Return for its review and comment and shall incorporate Purchasers’ reasonable comments on such Seller Return. Notwithstanding the foregoing, the Sellers shall not be revised in accordance with Buyer’s reasonable commentsrequired to provide copies of its consolidated, combined or unitary Tax Returns under this Section 5.18(b)(i). (bii) With respect Purchasers shall prepare or cause to each be prepared and timely file or cause to be timely filed all Tax Return covering Returns for the Target Companies and their Subsidiaries for all Straddle Periods (each, a “Straddle Period which is Return”) and all Post-Closing Tax Periods and shall timely file or cause to be timely filed all Seller Returns required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer Date (i) taking into account applicable extensions). Each Straddle Return shall cause to be prepared each such Tax Return and (ii) shall determine on a basis consistent with the portion past practice of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing PeriodTarget Companies and their Subsidiaries, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto except to the Seller Representative at least ten extent otherwise required by applicable Law. Not later than thirty (1030) days Business Days (or as soon as is reasonably practicable and in no event later than five (5) Business Days in the case of Tax Returns that do not relate to Income Taxes) prior to the due date (including any extension thereoftaking into account applicable extensions) for the filing of a Straddle Return, Purchasers shall provide Sellers with a copy of such Tax Straddle Return for its review and comment and shall incorporate all of Sellers’ reasonable comments on such Straddle Return. (ciii) In For purposes of this Agreement, the case apportionment of Taxes between the Pre-Closing Straddle Period and the Post-Closing Straddle Period shall be made by assuming that the Straddle Period ended on the Closing Date, except that (a) exemptions, allowances or deductions that are calculated on an annual basis and (b) Taxes (such as real or personal property Taxes) that are imposed on a periodic basis, in each case, shall be prorated on the basis of the number of days in the Pre-Closing Straddle Period as compared to the number of days in the Post-Closing Straddle Period. (iv) Notwithstanding anything to the contrary in this Agreement or otherwise, Sellers and Purchasers each acknowledge and agree that, in the preparation of the Tax Return described in Returns as required by Section 8.03(b5.18(b)(i) and Section 5.18(b)(ii), not later than five (5a) days before Sellers and Purchasers shall each, and shall cause each of their Affiliates, to take the due date for position that, to the extent permitted by applicable Law, all deductions arising in connection with (i) the transactions contemplated by this Agreement, including the payment of Taxes the Transaction Expenses, and (ii) the payment of the Sellers’ Compensation Expenses (together, the “Transaction Tax Deductions”), in each case, are properly deductible by either Seller or are otherwise deductible in a Pre-Closing Tax Period or Pre-Closing Straddle Period without regard to (x) whether the amounts underlying such Transaction Tax Deductions are paid prior to, on, or following the Closing Date and (y) the identity of the Person making the payment underlying the applicable Transaction Tax Deduction and (b) the safe harbor election provided in Internal Revenue Service Revenue Procedure 2011-29 is made with respect to any Transaction Tax Deductions that constitute a “success-based fee.” If and to the extent any Transaction Tax Deduction is not properly deductible by Sellers and is not otherwise deductible in a Pre-Closing Tax Period or Pre-Closing Straddle Period and Purchasers or any of their Affiliates (including any of the Target Companies or their Subsidiaries) actually realizes any Tax benefits in respect of any such Transaction Tax Deduction, then Purchasers shall promptly after realizing such Tax Return, the Equityholders shall pay benefit make a payment to Buyer an amount Sellers equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except such Tax benefit. (v) If and to the extent identified permitted by applicable Law, the Target Companies and their Subsidiaries shall elect to close each taxable period on or as short-term liabilities in of the Financial StatementsClosing Date.

Preparation of Tax Returns. (a) The Company Seller shall, at the Seller’s sole cost and expense, prepare or cause to be prepared and shall prepare and timely file or cause to be prepared and timely filed all Tax Returns for each of the Company required Group Companies that are due before Closing. The Seller shall, at the Seller’s sole cost and expense, prepare or cause to be prepared and shall timely file or cause to be filed all income Tax Returns for all Tax periods ending before the Closing Date (collectively, the “Seller Returns”). The Seller will provide the Purchaser with copies of such Seller Returns at least 30 days before they are required by applicable Law to be filed, and the Purchaser shall have 20 Business Days to review and provide comments with respect to such Seller Returns for such period. The Seller shall consider in good faith any reasonable comments that are timely provided by the Purchaser. The Purchaser will cause the Group Companies to remit any Taxes in respect of the periods covered by the Seller Returns as required under applicable Law. (b) The Purchaser shall cause the Company to prepare and file all Tax Returns of any Group Company due after Closing which are not Seller Returns, which Tax Returns shall be prepared and filed on a timely basis and in a manner consistent with prior practice with respect to the treatment of specific items on such Tax Returns (to the extent such treatment is reasonable in the circumstances and not prohibited by applicable Laws). The Purchaser shall not, and shall not permit any other Person to, amend or re-file any Tax Return, make, amend or rescind any Tax election with respect to a Pre-Closing Tax Period of any Group Company without the prior consent of the Seller. (c) Without limiting the Seller’s indemnity set out in Section 10.2 of this Agreement, the Seller shall pay or cause to be paid on or before their respective due dates all Taxes of each Group Company due with respect to any Pre-Closing Tax Period, except to the extent such Taxes are reflected in the Closing Statements. In the case of Taxes which relate to the portion of a Straddle Period that falls prior to the end of Closing Date, the portion of any such Taxes that are treated as attributable to the Pre-Closing Tax Period for purposes of this Agreement shall be: (i) in the case of Taxes imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the period ending on and including the Closing Date and the denominator of which is the number of days in the entire period; and (ii) in the case of Taxes not described in Section 6.1(a) above, deemed to be equal to the amount which would be payable if the Taxable period ended at the close of the Closing Date. (d) In the event that any Group Company receives or is credited with any refund of Taxes, in cash, in respect of any Pre-Closing Tax Period, the Purchaser shall, to the extent such refund is not accounted for in the Purchase Price, forthwith pay or direct the Company to pay the amount of such refund (after deduction of any reasonably out-of-pocket costs and any Taxes payable by the Group Companies that received the refund) to the Seller as they may direct in writing. To the extent any refund previously paid to the Seller is later reduced or denied by an applicable Governmental Authority, then the Seller shall promptly refund such amount to the Purchaser. Notwithstanding the foregoing, if any Group Company has the option between a cash refund and a credit, such Group Company shall be required to elect a cash refund. (e) If the Company is assessed or reassessed by a Governmental Authority under Parts III or III.1 of the Tax Act (or under an equivalent provision in the Tax legislation of a Canadian province) in respect of any deemed or declared dividend on or prior to the Closing DateTime, and shall timely pay all Taxes of the Company due with respect to or any such Tax Returns. Seller Representative shall prepare and timely file assessment or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Datereassessment is so threatened, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10hereby consents to filing elections pursuant to subsections 184(3) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.or 185.1

Preparation of Tax Returns. (a) The Company shall Seller shall, at its own expense, prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to including the Company or its assets or operation for any Tax periods ending on Pre-Closing Taxable Period or before the Closing Date that are Straddle Period required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to Date which Tax Returns also include Seller or any other Subsidiary thereof (such Tax Returns, except to the extent identified as short-term liabilities “Seller Group Returns”) and shall timely pay any Taxes due in the Financial Statementsrespect of such Seller Group Returns. Such Tax Seller Group Returns shall be prepared in a manner consistent with the prior practices of the Companypast practice, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior Law. Solely as relates to the filing thereof. Any Company, a copy of each such Tax Returns Seller Group Return shall be provided delivered to Buyer at least fifteen (15) 5 Business Days prior to the due date (including valid extensions) filing of such Seller Group Return for filing such Tax Return and shall be revised in accordance with Buyer’s review and reasonable commentscomment. (b) With respect Buyer shall, at its own expense, prepare consistently with past practice and timely file all other Tax Returns of or relating to each Tax Return covering a the Company for any Pre-Closing Taxable Period or Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing DateDate (such Tax Returns, Buyer (i“Separate Company Returns”) and shall cause timely pay any Taxes due in respect of such Separate Company Returns, subject to be prepared Buyer’s indemnification rights under Section 9.2 hereof. A copy of each such Tax Separate Company Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto delivered to the Seller Representative at least ten (10) 15 days prior to the due date of such Separate Company Return for Seller’s review and approval (including any extension thereof) for filing which approval shall not be unreasonably withheld, conditioned or delayed), and all reasonable comments of Seller shall be reflected on such Tax ReturnSeparate Company Returns prior to filing. (c) In Neither Buyer nor any of its Affiliates shall (or shall cause or permit the case Company or any of each its Subsidiaries to) file, amend, refile or otherwise modify any Tax Return described relating in Section 8.03(b), not later than five (5) days before whole or in part to the due date for payment of Taxes Company with respect to such Tax Returnany Pre-Closing Taxable Period (or with respect to any Straddle Period) without the prior written consent of Seller, the Equityholders which consent shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except not be unreasonably withheld. (d) If and to the extent identified as short-term liabilities not fully accounted for in the Financial Statementsdetermination of the Final Adjustment Amount, Seller shall be entitled to the amount of any refund or credit of Pre-Closing Taxes, which refund or credit is actually realized by Buyer or its Subsidiaries (including the Company) after the Closing, net of any Tax cost to Buyer and its Subsidiaries as a result of the receipt of such refund or credit. Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to the prior sentence within two Business Days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries. To the extent requested by Seller, Buyer will reasonably cooperate with Seller in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Tax Authority, Seller agrees to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by the applicable Governmental Authority, to Buyer.

Preparation of Tax Returns. (a) The Company Seller shall timely prepare and timely file file, or shall cause to be timely prepared and timely filed filed, with the appropriate Taxing authorities, all Non-Income Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date, Date (determined without regard to extensions) and the Equityholders shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return Straddle Period and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed fortimely pay all such Non-Income Taxes; provided, byhowever, on behalf of or that Buyer shall protest any property tax assessment with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return Project that is allocable to a Preinconsistent with the split between real and personal property accorded the Project on the original assessments for the 2003 and 2004 tax years unless the Property Tax Litigation Goose APA DOCSNY1:1120714.11 12115-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer16 RM9/RM9 has been finally settled and resolved. Buyer shall provide Seller with a copy draft of such Tax Return and the Statement Returns related thereto to the Seller Representative at least ten (10) Straddle Period 30 days prior to the due date (including any extension thereof) for filing of such Tax ReturnReturns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of each any Tax Return described in Section 8.03(b)based upon or related to income or receipts, not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders amount shall pay to Buyer an amount be equal to the total amount of Taxes reflected that would be payable if the relevant tax period ended on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsClosing Date.

Preparation of Tax Returns. (a) The Company Sellers shall be responsible for filing all Tax Returns with respect to the Purchased Assets or income attributable therefrom for taxable periods ending on or before the applicable Transfer Date. Such Tax Returns shall be true, correct and complete in all material respects; and all Taxes indicated as due and payable on such Tax Returns shall be paid by Sellers as and when required by Law. (b) Purchasers shall be responsible for filing all Tax Returns with respect to the Purchased Assets or income attributable therefrom for taxable periods beginning after the applicable Transfer Date; it being understood that all Taxes indicated as due and payable on such returns shall be the responsibility of Purchasers, except for such Taxes which are the responsibility of Sellers pursuant to Section 12.2. (c) If permitted by a Taxing Authority, Purchasers shall file a Tax Return and pay Taxes related to the applicable Post-Transfer Tax Period and Sellers shall file separate Tax Returns and separately pay their Taxes for the applicable Pre-Transfer Tax Period, provided however that any such Tax Returns relating to such Post-Transfer Tax Period or Pre-Transfer Tax Period shall not be filed without the other applicable party’s prior review and comment and shall be prepared on a basis consistent with past practice to the extent permitted by Law. If filing a Tax Return for the applicable Post-Transfer Tax Period separate from a Tax Return for the applicable Pre-Transfer Tax Period is not permitted, the applicable Purchaser shall prepare and timely file or cause to be prepared and timely filed all the applicable Tax Returns of the Company required Return relating to be filed on or prior to the Closing Dateboth such Tax Periods, and shall timely pay all Taxes of the Company due with respect make reasonable revisions to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that Return as are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as requested by Sellers unless otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereofapplicable Law. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least No later than ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders Sellers shall pay to Buyer an the applicable Purchaser (in immediately available funds) the amount equal of any Taxes due in respect of such Tax Return relating to or attributable to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as shortapplicable Pre-term liabilities in the Financial StatementsTransfer Tax Period.

Preparation of Tax Returns. (a) The Company Sellers shall prepare and timely file prepare, or cause to be prepared prepared, at its sole cost, Tax Returns of the Company for all jurisdictions in which (and timely to the extent) such Tax Returns have historically been filed with respect to the Company and which are due after the Closing Date for a Pre-Closing Tax Period excluding all such Tax Returns for any Straddle Period (the “Sellers Prepared Tax Returns”). Such Sellers Prepared Tax Return shall be prepared, to the maximum extent permissible under applicable Laws, on a basis consistent with existing past practices and accounting methods unless such past practices and accounting methods are not supportable at least at a “more likely than not” level of comfort. At least twenty (20) days prior to the due date of any Sellers Prepared Tax Return, Sellers shall provide a draft of each such Tax Return along with supporting workpapers to Purchaser for Purchaser’s review and comment. Sellers shall incorporate, or cause to be incorporated all reasonable comments made by Purchaser in each such Sellers Prepared Tax Return (b) Purchaser shall cause the Company to prepare and file all Tax Returns of the Company required to be filed on or prior for all jurisdictions in which (and to the Closing Date, and shall timely pay all Taxes of the Company due with respect to extent) such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely Returns have historically been filed all Tax Returns of or with respect to the Company or its assets or operation (for the avoidance of doubt, Section 9.10 shall govern all Tax Returns for any Tax periods ending on or before non-historic filing jurisdictions) that are due after the Closing Date that are required to be filed after other than the Closing DateSellers Prepared Tax Returns (the “Purchaser Prepared Tax Returns”), and the Equityholders shall timely pay the Taxes due with respect subject to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of Purchaser’s and the Company’s right to indemnification under this Agreement, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to cause the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the pay all Taxes shown as due on such a Purchaser Prepared Tax Return that is allocable Return. Sellers shall reimburse Purchaser for any Unpaid 2024 Taxes of the Company attributable to a the Pre-Closing PeriodTax Period portion of such Purchaser Prepared Tax Returns within ten (10) business days after Purchaser delivers written notice to the Sellers that such Taxes have been paid by Purchaser or the Company; provided, which determination that Sellers shall have no obligation under this Section 9.02(b) to reimburse Purchaser or the Company for any Unpaid 2024 Taxes that were specifically taken into account in Final Debt or Final Working Capital; provided further, that, for the avoidance of doubt, such reimbursement by ▇▇▇▇▇▇▇ shall be set forth in paid from funds other than the Escrow Amounts. Such Tax Return shall be prepared, to the maximum extent permissible under applicable Laws, on a statement (basis consistent with existing past practices and accounting methods unless such past practices and accounting methods are not supportable at least at a “Statement”) prepared by Buyermore likely than not” level of comfort. Buyer Purchaser shall provide a copy draft of such a Purchaser Prepared Tax Return and the Statement related thereto to the Seller Representative Sellers for Sellers’ review and comment at least ten (10) days (or other reasonable period for non-income tax Returns that do not permit a 10- day review period prior to filing) prior to the due date (including thereof, and Purchaser shall incorporate, or cause to be incorporated all reasonable comments made by Sellers in each such Purchaser Prepared Tax Return actually filed; provided that, for the avoidance of doubt, this sentence shall not apply to any extension thereof) for filing Tax Return if such Tax ReturnReturn does not include any period of time included in the Pre-Closing Tax Period. (c) In the case For purposes of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Returnthis Agreement, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except Company for any Straddle Period that are apportioned to the extent identified pre-Closing and post-Closing portions of such Straddle Period shall be determined based upon a hypothetical closing of the taxable year as short-term liabilities of the end of the day of the Closing Date, with the Closing Date being included in the Financial Statementspre-Closing portion of such Straddle Period; provided, however, that real and personal property Taxes (or other Taxes that are imposed on a periodic basis) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period.

Preparation of Tax Returns. (ai) The Company shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company required to be filed at Company’s expense, on or prior to the due date thereof, all Tax Returns required to be filed by the Company on or before the Closing Date, with a copy thereof provided to Parent promptly after such filing, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax ReturnsReturn. (ii) Shareholders shall bear the cost and expense of preparing federal and state income Tax Returns of the Company for the taxable period ending on the Closing Date and shall timely pay all Taxes due with respect to such Tax Return, except to the extent identified as short-term liabilities in such Taxes constitute Parent Indemnified Taxes. Taxes due with respect to such Tax Returns that are not Parent Indemnified Taxes shall be paid by the Financial StatementsSurviving Corporation. Such Tax Returns shall be prepared in a manner consistent with at the prior practices direction of the Company, except as otherwise required Shareholder Representative and shall be signed by Applicable Law or agreed to in writing by Buyer an officer of the Company who was an officer prior to the filing thereof. Any such Tax Returns Merger, subject to prior review and approval by the appropriate tax officer(s) of the Parent and/or Surviving Corporation which approval shall not be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable commentsunreasonably withheld. (biii) With respect to each Tax Return covering a Straddle Period which is required Parent, Surviving Corporation or their affiliates will file (or cause to be filed for, by, on behalf filed) all Tax Returns of or with respect to the Company or Surviving Corporation due after the Closing Date for taxable periods ending after the Closing Date, Buyer (i) shall cause . With respect to be prepared each any such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return for a taxable period that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto begins prior to the Seller Representative Closing Date, Shareholders shall pay to Parent at least ten (10) two days prior to the due date (including any extension thereof) for filing such therefor, the portion of the Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax ReturnReturn that constitutes a Parent Indemnified Tax. (iv) From and after the date hereof, the Equityholders Shareholders shall pay to Buyer an amount equal not, and shall not permit any of their respective affiliates to, amend any Tax Return previously filed which includes information relating to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01Company, except unless prior written notice thereof has been delivered to Parent and such amended Tax Return will not result in any tax liability to the extent identified as short-term liabilities in the Financial StatementsCompany.

Preparation of Tax Returns. (a) The Company CCA shall prepare and timely file file, or cause to be prepared and timely filed filed, all income and franchise Tax Returns (including for the avoidance of the Company doubt, any computations and returns required to be filed for UK Tax or VATA purposes) for API for all periods ending on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that which are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Companypast practice, except as otherwise unless contrary treatment is required by Applicable Law or agreed an intervening change in Law. CCA shall permit API 2 to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing review and comment on each such Tax Return and described in the preceding sentence prior to filing, but CCA shall have the final determination as to information to be revised included in accordance with Buyer’s reasonable commentssuch filed returns. To the extent permitted by applicable Law, CCA shall include any income, gain, loss, deduction or other Tax items for such periods on its Tax Returns. (b) With respect For purposes of this Agreement, the amount of Taxes of API attributable to each Tax Return covering the pre-Closing portion of any taxable period beginning before and ending after the Closing Date (the "STRADDLE PERIOD") shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period (except to the extent of any extraordinary actions taken by API 2 after the Closing on the Closing Date); provided, however, real and personal property Taxes (which is required are not based on income) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period. Prior to the Closing, CCA shall estimate in good faith the amount, if any, of Taxes attributable to the pre-Closing portion of any Straddle Period and shall subtract from such amount any estimated Tax payments made prior to the Closing Date (the amount so determined being referred to herein as the "ESTIMATED TAXES DUE"). Following the Closing, API 2 shall prepare and timely file all Tax Returns of API for the Straddle Period and shall pay and discharge all Taxes shown to be filed for, by, due on behalf such Tax Returns. If the actual amount of or with respect Taxes attributable to the Company after pre-Closing portion of the Straddle Period, less any estimated payments made prior to the Closing Date, Buyer (i) exceeds the Estimated Taxes Due, then CCA, subject to the provisions of Section 10.07, shall cause pay to be prepared each such Tax Return and (ii) shall determine API 2 the amount of the excess. If the actual amount of Taxes attributable to the pre-Closing portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Straddle Period, which determination less any estimated payments made prior to the Closing Date, is less than the Estimated Taxes Due, then API 2 shall pay to CCA the amount of the difference. Any payments by CCA or API 2 hereunder shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least made not later than ten (10) days prior to the due date (including any extension thereof) for filing of the applicable Tax Returns. CCA shall have a reasonable opportunity to review all such Tax ReturnReturns, which shall be provided to CCA no later than fifteen (15) business days prior to the due date of such Tax Returns. (c) In Notwithstanding anything to the case of each contrary in this Agreement, neither API 2 nor CCA shall, or shall permit API to, file any amended Tax Return described in Section 8.03(b), not later than five relating to API (5or otherwise change such Tax Returns) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal taxable periods ending on or prior to the total amount Closing Date without a written consent of the other party if such amendment adversely affects the other party or API, unless required to do so by Law. (d) Any refunds of the Taxes of API, plus any interest received with respect thereto from the applicable taxing authorities for any pre-Closing period (including without limitation) refunds arising from amended Tax Returns filed after the Closing Date) shall be for the account of CCA and, if received by ANTS, API 2 or API shall be paid to CCA within ten (10) calendar days after API 2 or API receives such refund, provided, however, API 2 may elect (or cause API to elect) to carryback losses from post-closing periods to pre-closing periods in which case the refunds attributable to such carryback shall be for the account of API 2. Any refunds or credits of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities API for any Straddle Period shall be apportioned between CCA and API 2 in the Financial Statementssame manner as the liability for such Taxes is apportioned above (except as described above with respect to a carryback from a post-closing period).

Preparation of Tax Returns. (ai) The Company shall prepare or cause to be prepared and timely file or cause to be prepared and timely filed all Tax Returns of the Company required to be filed (which Tax Returns shall not include any deduction for expenses that are not properly reportable on or prior to the Closing Date, and shall timely pay all Taxes Tax Return of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed Company) for all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after on or prior to the Closing Date, shall provide drafts of each such income or other material Tax Return to Acquirer not less than fifteen (15) days prior to the due date for such Tax Return (taking into account any validly obtained extensions of time to file), and shall make any reasonable changes requested by Acquirer in good faith. To the extent not filed on or prior to the Closing Date pursuant to the preceding sentence, Seller's accountants shall prepare and the Equityholders Company shall timely pay file (or cause to be timely filed) all Tax Returns of the Taxes due Company (which Tax Returns shall not include any deduction for expenses that are not properly reportable on the Tax Return of the Company) with respect to such all Pre-Closing Tax Returns, except to the extent identified as short-term liabilities in the Financial StatementsPeriods and Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Companypast practice and this Agreement, except as otherwise required by Applicable Law or agreed Law. Seller shall cause Seller’s accountants to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared provide drafts of each such Tax Return (and supporting materials) to Acquirer not less than forty-five (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (1045) days prior to the due date (including any extension thereof) for filing such Tax Return. Return (ctaking into account any validly obtained extensions of time to file), and (ii) In make any reasonable changes requested by Acquirer in good faith, in each case provided such requested change is not inconsistent with the case Company’s past practice of each preparing its Tax Returns. The Company shall promptly provide to Seller true and complete copies of all filed Tax Returns for Pre-Closing Tax Periods and Straddle Periods and pay to the appropriate Tax Authority all Taxes of the Company shown as due on such Tax Returns, and Seller shall reimburse the Company for all Taxes for which Seller is liable pursuant to this Agreement (other than Taxes included in Company Net Working Capital) but which are remitted in respect of any Tax Return described to be filed by the Company pursuant hereto upon the written request of the Company, but in Section 8.03(b), not later no event earlier than five seven (57) days before prior to the due date for payment paying such Taxes. (ii) Except as otherwise required by Applicable Law (in which case Acquirer shall provide advance written notice to Seller and provide Seller with a reasonable opportunity to resolve any difference of opinion with Acquirer, or if necessary, such difference of opinion shall be resolved by the Reviewing Accountant utilizing the procedures outlined in Section 1.2(e)), neither Acquirer nor any of its Affiliates shall (or shall cause or permit the Company to), without the express consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), (A) carry back to a Pre-Closing Tax Period any item on the Company's income Tax Return for a Post-Closing Tax Period; (B) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period (including with respect to any Straddle Period); (C) voluntarily initiate any discussion with any Tax Authority regarding Taxes of the Company with respect to any Pre-Closing Tax Period or Straddle Period; (D) make any voluntary disclosure with respect to Taxes of the Company for a Pre-Closing Tax Period or Straddle Period; (E) file Tax Returns for a Pre-Closing Tax Period for the Company in a jurisdiction where the Company has not previously filed Tax Returns; or (F) make, or cause to permit to be made, any Tax election, or adopt or change any method of accounting, or undertake any extraordinary action on the Closing Date that would materially and adversely affect Seller's or the Company's Taxes for any Pre-Closing Tax Period, including: (1) reporting any Transaction Tax Deduction pursuant to the "next day rule" under Treasury Regulations section 1.1502-76(b)(1)(ii)(B) with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected deductions; (2) reporting any Acquirer Post-Closing Date Transaction as occurring on the Statement which are Closing Date without applying the responsibility "next day rule" under Treasury Regulations section 1.1502-76(b)(1)(ii)(B) (or any similar provision of Applicable Law); (3) filing any election under Section 338(g) of the Equityholders Code (or any similar provision of Applicable Law; or (4) electing to ratably allocate items pursuant to an election under Section 8.01, except to the extent identified as shortTreasury Regulations § 1.1502-term liabilities in the Financial Statements76(b)(2) (or any similar provision of Applicable Law).

Preparation of Tax Returns. (ai) The Company Purchaser shall prepare and timely file or cause to be prepared and timely cause to be filed all Tax Returns for the Company Group for all taxable periods or portions thereof ending on or prior to the Closing Date that are filed after the Closing Date. Solely with respect to any such Tax Returns that are filed before the day immediately following the 12 month anniversary of the Company required date on which the Effective Time occurs, the Purchaser shall provide the Stockholder Representative, for the Stockholder Representative’s review and comment, copies of any such income and other material Tax Returns a reasonable time prior to their filing (and at least 30 days prior to their filing in the case of income Tax Returns, provided that, to the extent that the due date for filing a Tax Return is less than 40 days after the Closing Date, Purchaser will provide the Stockholder Representative copies of such Tax Returns as soon as is practicable), together with any related records and documentation reasonably requested by the Stockholder Representative. The Purchaser shall consider in good faith all reasonable comments timely provided in writing by the Stockholder Representative. The Purchaser shall be filed entitled to recover from the Indemnification Escrow Fund: (i) Taxes due with respect to any such Tax Return that relate to taxable periods ending on or prior to the Closing Date, and shall timely pay all (ii) Taxes of the Company due with respect to any such Tax Returns. Seller Representative shall prepare Return that relate to a Straddle Period that are attributable under Section 5.09(a)(ii) to the portion of such Straddle Period ending on the Closing Date and timely file or cause to be prepared (iii) the reasonable third-party professional fees incurred in connection with the preparation and timely filed all filing of any Tax Returns of or with respect to for the Company or its assets or operation Group for any Tax the taxable periods ending on or before the Closing Date prior to January 31, 2022, that are required to be filed after the Closing Date, in each case, to the extent such Taxes or other amounts are not included in the calculation of the Company Group’s Working Capital as of the Operative Time, Closing Transaction Expenses, or Closing Debt, in each case, as finally determined hereunder. (ii) The portion of any Taxes for a taxable period beginning before and ending after the Closing Date (each, a “Straddle Period”) allocable to the portion of such period ending on the Closing Date shall be deemed to equal (i) in the case of Taxes that (A) are based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property, other than transfer Taxes allocated under Section 5.09(c), the amount which would be payable if the taxable year ended with the Closing Date based on an interim closing of the books and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the Equityholders denominator of which is the number of calendar days in the entire period. The amount of Taxes allocable to the portion of any taxable period ending on the Closing Date shall timely pay be determined by treating the taxable year of any pass-through entity or CFC as terminated as of the end of the Closing Date (including for purposes of recognizing any income pursuant to Sections 951, 956 and 951A of the Code). For purposes of computing the Taxes due attributable to the two portions of a taxable period pursuant to this Section 5.09(a)(ii), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. (iii) The Purchaser and the Stockholder Representative shall cooperate, and shall cause their respective Affiliates (including the Company), officers, employees, agents, auditors and Representatives reasonably to cooperate, with respect each other in preparing and filing all Tax Returns of the Company Group, resolving all disputes relating to Taxes of the Company Group, and handling all proceedings, examinations, and audits relating to Tax matters of the Company Entities, including maintaining and making available all records necessary in connection with such Tax Returns, except to disputes and Tax matters. The Purchaser shall retain the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices books and records of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to Company Group for the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen period ending seven (157) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company years after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company Sellers shall prepare and timely file or cause to be prepared and timely filed filed, when due (taking into account any applicable extension of a required filing date without penalty or addition to Tax), all Tax Returns with respect to Combined Taxes of any Seller Tax Group for all taxable periods (such Tax Returns, “Seller Group Tax Returns”), and shall timely pay all Taxes due and owing with respect to such Seller Group Tax Returns as they relate to the Company Group. The Sellers shall timely file or cause to be timely filed, when due (taking into account any applicable extension of a required filing date without penalty or addition to Tax), all Tax Returns (other than Seller Group Tax Returns) with respect to any member of the Company Group that are required to be filed on or prior to the Closing Date, Date and shall timely pay all Taxes of the Company due and owing with respect to such Tax Returns. Seller Representative To the extent that any such Income Tax Return or other material Tax Return would reasonably be expected to have a material and adverse impact on the Purchaser in a period following the Closing, such Income Tax Return or other material Tax Return shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect submitted by the Sellers to the Company or its assets or operation Purchaser for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, Purchaser’s review and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer comment at least fifteen twenty (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (1020) days prior to the due date (including any applicable extension), for filing such Tax Return and the Sellers shall consider in good faith the Purchaser’s reasonable comments to such Tax Return. (b) Parent NewCo shall prepare and timely file, or cause to be prepared and timely filed (taking into account any applicable extension thereofof a required filing date without penalty or addition to Tax), all Tax Returns with respect to any member of the Company Group (for the avoidance of doubt, other than any Seller Group Tax Return) for taxable periods ending on or prior to the Closing Date and required to be filed after the Closing Date and for any Straddle Tax Period. The Sellers shall pay, or cause to be paid, to Parent NewCo all Taxes of any member of the Company Group with respect to such Tax Returns to the extent allocable to the Pre-Closing Tax Period at least two (2) Business Days before payment of such Taxes (including estimated Taxes) is due to the applicable Taxing Authority; provided, that the Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were specifically included as a liability in the calculation of the Closing Indebtedness or the Closing Net Working Capital or otherwise paid or reimbursed by the Sellers or any of their Affiliates. Any such Tax Return (i) shall be prepared in a manner consistent with past practice (taking into account the effects of the Reorganization, the Reclassification, the Pre-Closing Restructuring and the Separation) of the relevant member of the Company Group unless otherwise required by Applicable Law (as determined in good faith consultation with the Sellers), (ii) shall be submitted by Parent NewCo to the Sellers for their review and comment (which reasonable comments shall be incorporated by Parent NewCo) at least twenty (20) days prior to the due date (including any applicable extension) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before or if the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility is within twenty (20) days of the Equityholders under Section 8.01Closing Date, except to as promptly as practical after the extent identified as short-term liabilities in Closing Date, and (iii) shall not be filed without the Financial Statementsprior written consent of the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed).

Preparation of Tax Returns. Sellers, at their sole cost and expense and only if required by US federal tax law, shall prepare and file any IRS Form 1120 (aand any comparable state, local, or foreign Tax Returns) The of the Company for any Pre-Closing Tax Period (“Seller Prepared Returns”), and pay all Taxes shown as due thereon no later than five (5) business days before the due date of such Tax Returns (without regard to extensions). All Seller Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company, unless required otherwise by applicable Law. Seller shall provide to Purchaser a draft of each such Seller Prepared Return required to be filed by the Company no later than thirty (30) days prior to the due date of such return and shall incorporate any reasonable comments received from Purchaser within fifteen (15) days of the date such draft Tax Returns are provided to Purchaser. Purchaser shall prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns (other than Seller Prepared Returns) with respect to the Company due after the Closing Date (“Purchaser Prepared Returns”). If any Purchaser Prepared Return is in respect of a Straddle Period, it shall be accompanied by a statement setting forth the calculation of taxable income in the portions of the Company required to be filed period covered by the relevant Purchaser Prepared Return ending on or prior to the Closing Date and beginning after the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for incorporate any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required reasonable comments received by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least Sellers within fifteen (15) Business Days prior days of the date such draft Purchaser Prepared Returns are provided to Sellers. Sellers shall pay all Taxes which are allocable to the due date Pre-Closing Period (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (bSection 10.1) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not no later than five fifteen (515) days before the due date of such Purchaser Prepared Returns (without regard to extensions). No failure or delay of Purchaser in providing Purchaser Prepared Returns for payment Seller to review shall reduce or otherwise affect the obligations or liabilities of Taxes with respect Seller pursuant to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, this Agreement except to the extent identified as short-term liabilities in the Financial StatementsSeller is actually prejudiced by such delay or failure.

Preparation of Tax Returns. (ai) The Company Seller Representative shall properly and accurately prepare and timely file (or cause to be prepared prepared), and the Company and any of the Subsidiaries, the Blocker Corps and Blocker LPs, and the Buyer shall cooperate with the Seller Representative in the preparation and filing, and timely filed filing (to the extent not delinquent as of the date of preparation by the Seller Representative) of, all income Tax Returns of the Company required to be filed by or on behalf of any Blocker Corp or prior to Blocker LP after the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation Date for any Tax taxable periods ending on or before the Closing Date that are required to (each a “Seller Prepared Return”). The cost of preparation of Seller Prepared Returns shall be filed after paid by the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial StatementsSellers. Such Tax Returns Each Seller Prepared Return shall be prepared in a manner consistent with the prior practices practice of the Blocker Corps or Blocker LP since June 30, 2011, unless otherwise required by applicable Tax Law, and shall properly include and reflect the income, activities, operations and transactions of the Blocker Corp or Blocker LP through the Closing Date. No later than fifteen (15) days before the required filing date for each such Seller Prepared Return, the Seller Representative shall deliver to the Buyer a draft of such Tax Return and the Buyer shall have the right to review and approve each such Tax Return before filing, which approval shall not be unreasonably withheld, conditioned, or delayed. (ii) Except for the Seller Prepared Returns, the Buyer shall prepare (or cause to be prepared) and file (or cause to be filed) each Tax Return required to be filed by the Company, the Subsidiaries, the Blocker Corps and the Blocker LPs after the Closing Date for a taxable period beginning before the Closing Date (each a “Buyer Prepared Return”); provided that the Sellers, severally and not jointly, based on each such Seller’s Pro-rata Portion of such amount, upon the Buyer’s written request, shall reimburse the Buyer for all Income Tax Preparation Expenses. To the extent any Tax shown as due on such Tax Return is payable by any Seller (taking into account indemnification obligations hereunder), (x) such Tax Return shall be prepared in a manner consistent with the prior practice of the Company, except as and such Subsidiary, Blocker Corp or Blocker LP unless otherwise required by Applicable applicable Tax Law or agreed the change from prior practice would not increase the amount of Tax payable by the Company, any Subsidiary, any Blocker Corp or Blocker LP for which any Seller is obligated to in writing by indemnify the Buyer prior pursuant to the filing thereof. Any Section 10.1(b); (y) such Tax Returns Return shall be provided to Buyer the Seller Representative at least fifteen (15) Business Days prior to days before the due date for filing such return (including valid extensionsor, if required to be filed within thirty (30) days after the Closing or within thirty (30) days after the end of the taxable period to which such Tax Return relates, as soon as reasonably practicable following the Closing); and (z) the Seller Representative shall have the right to review and approve such Tax Return before filing, which approval shall not be unreasonably withheld, conditioned, or delayed. The Buyer shall make such revisions to such Tax Returns as are reasonably requested by the Seller Representative and agreed to by the Buyer (which agreement shall not be unreasonably withheld, conditioned or delayed). (iii) Other than any dispute regarding the matters covered by Section 4.9(h) (the reporting of which are subject to Section 12.1(d)(vi) below), if any dispute with respect to a Tax Return is not resolved before the due date for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed forReturn, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and shall be filed in the manner specified by the party that was responsible for initially preparing such Tax Return under this Section 12.1(d), provided that, in the case of Seller Prepared Return, the filing of such Tax Return will not require an accrual under GAAP or disclosure on IRS Schedule UTP of a liability or reserve for any Pre-Closing Taxes (ii) shall determine the portion of the other than Taxes shown as due on such Tax Return that is allocable Return), without prejudice to a Pre-Closing Period, which determination shall be set forth in a statement the rights of the parties to continue such dispute. (“Statement”iv) prepared Not less than two (2) Business Days before the required payment date of the Taxes for the taxable period covered by Buyer. Buyer shall provide a copy of such Tax any Seller Prepared Return and the Statement related thereto to Buyer Prepared Return, if the Seller Representative at least ten (10) days prior agrees with the Buyer with respect to the amount of such payment, the Sellers shall, subject to Section 10.7 and the limitations of Article X (and without duplication of any amount otherwise paid pursuant to Article X, and taking into account (that is, reducing the amount owed by the Sellers) any prior payments against Tax liability shown as due date (including any extension thereof) for filing on such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to the Buyer in immediately available funds to an account designated by the Buyer an amount equal to the total amount of such Taxes required to be shown as due on each such Tax Return (or reasonably estimated by Buyer to be due if such payment is due before the filing of such Tax Return) and for which any Seller is responsible pursuant to Section 10.1. The delivery of each Seller Prepared Return to Buyer, and Buyer Prepared Return to the Seller, shall be deemed to constitute a notification by Buyer of a claim for indemnity against the Sellers for purposes of Section 10.2 in respect of the Taxes shown on such Tax Return that are subject to indemnification under Section 10.1. (v) The Sellers shall be entitled to any refund of Pre-Closing Taxes of the Company, its Subsidiaries or any Blocker Corp, received by the Buyer or its Affiliates (including any overpayment that is credited against Taxes of the Buyer or its Affiliates otherwise due and payable that are not Pre-Closing Taxes of the Company, its Subsidiaries or a Blocker Corp); provided that no payment shall be required under this Section 12.1(d)(v) to the extent that the overpayment of Pre-Closing Taxes so refunded or credited (i) is attributable to a carryback of losses, credits and similar attributes of the Company, a Subsidiary or a Blocker Corp from a taxable period ending after the Closing Date or (ii) the entitlement to such refund is reflected as a Current Asset in Closing Working Capital. Any payments otherwise required to be made under this Section 12.1(d)(v) shall be reduced by the amount any Tax payable by the Buyer or its Affiliates with respect to the receipt of crediting of such Tax overpayment or interest thereon, and all costs reasonably incurred by the Buyer or its Affiliates in securing the refund or credit of such overpayment. After receipt or crediting of such overpayment, the Buyer shall cause the Company, its Subsidiaries or the Blocker Corps to promptly remit such refunds to the Escrow Agent, if such is paid before the Escrow Amount is released pursuant to the Escrow Agreement, and otherwise to the Seller Representative. (vi) The parties agree that Buyer shall be entitled to rely on the continuing accuracy of the representation set forth at Section 4.9(h) for so long as the subject matter of such representation is material to the Tax liability of any Buyer Indemnified Party, provided such reliance shall be expressly conditioned on the Buyer’s preparing (or causing to be prepared) all relevant Tax Returns of Buyer and its Affiliates in a manner that does not reflect a position that Section 197(f)(9) of the Code prohibits amortization of any basis arising from consummation of the transactions effected in connection with the 2011 Agreement unless the Buyer is otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code or otherwise pursuant to a judicial determination. In the event that Buyer or any of its Affiliates is at any time required to establish a reserve in its financial statements for any Tax liabilities that may result from failure to sustain such reporting position, the Seller Representative shall expeditiously take such actions and commence such proceedings as are reasonably requested by the Buyer to obtain such a final determination or judicial determination regarding the applicability of section 197(f)(9) to the transactions effected in connection with the 2011 Agreement. The Seller Representative (at its cost) shall be entitled to control the conduct of such proceedings through legal counsel of its choice, and Buyer (at its cost) shall be entitled to participate in such proceedings through its own counsel. If the Seller Representative declines to control the conduct of such proceedings, the Buyer shall be entitled to conduct such proceedings through legal counsel of its choice and, in such case, the Sellers, severally and not jointly, based on each such Seller’s Pro-rata Portion of such amount, shall indemnify Buyer for all reasonable costs incurred in seeking such a determination. No action reasonably taken by Buyer to obtain such a determination under the foregoing circumstances (whether such proceeding is conducted by the Buyer or the Seller Representative) shall impair Buyer’s right to rely on the representation set forth in Section 4.9(h). Until a final determination is made in any such proceeding, the amount of Taxes reflected on required to be reserved in the Statement which are the responsibility financial statements of the Equityholders Buyer or its Affiliates shall not constitute a Damage required to be indemnified by Sellers under Section 8.01, this Agreement except to the extent identified such Tax has been assessed against and has been paid by a Buyer Indemnified Party. After payment by the Sellers to any Buyer Indemnified Person of Damages consisting of Taxes incurred by a Buyer Indemnified Person by reason of a reduction in amortization deductions resulting from circumstances constituting a breach of Section 4.9(h), such amount paid as short-term liabilities Damages by Sellers shall be promptly remitted, as if it were a refund or credit subject to Section 12.1(d)(v), to the Escrow Agent or the Seller Representative to the extent that such determination has resulted in an abatement of the Financial StatementsTaxes to which the Damages previously paid by Sellers related, provided that the amount of such abated Taxes shall not be so remitted until the earlier of actual receipt of a refund or benefit of such overpaid Taxes by any Buyer Indemnified Person due to such determination (including any overpayment that is credited against Taxes of the Buyer or its Affiliates otherwise due and payable in respect of which no indemnity is payable to a Buyer Indemnified Person under this Agreement).

Preparation of Tax Returns. (ai) The Company shall Sellers’ Representatives shall, at the Sellers’ expense, prepare and timely file (or cause to be prepared prepared) and timely filed file (or cause to be timely filed) all Tax Returns of the Company required to be filed for all periods ending on or prior to the Closing Date, and shall timely pay all Taxes of Date (including the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods period ending on or before the Closing Date that for income Tax purposes), which are required to be filed due (after taking into account any permissible extensions) after the Closing DateDate (“Pre-Closing Date Returns”). The Sellers’ Representatives shall, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return is due, submit drafts of all Pre-Closing Date Returns to the LP Buyer for its review and comment, and the Sellers’ Representatives shall consider in good faith all reasonable comments received from the LP Buyer. In the event there is a disagreement as to whether revisions requested by the LP Buyer should be included in any Tax Return which Tax Return (or position taken in such Tax Return) which would reasonably be expected to adversely affect the Tax liability of the LP Buyer and its Affiliates, including the Company, for any period after Closing, the disagreement shall be submitted to the Accounting Firm for resolution (the expenses of which shall be shared in the same manner as set forth in Section 2.08). The Sellers’ Representatives shall pay or cause to be paid on behalf of the Sellers any Taxes reflected as due on any Pre-Closing Date Returns. (ii) The LP Buyer shall determine the portion prepare (or cause to be prepared) and timely file (or cause to be timely filed) all Tax Returns of the Company for all Straddle Period (“Straddle Period Returns”). Each Straddle Period Return shall be prepared in a manner consistent with the past practices of the Company to the extent consistent with applicable Law. To the extent any Straddle Period Return reflects any Taxes shown as due on allocated to the Sellers in accordance with Section 7.03, the LP Buyer shall provide the Sellers’ Representatives with a copy of each such Straddle Period Return at least fifteen (15) Business Days prior to the date such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyerdue for the Sellers’ Representatives’ review and approval. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described event there is a disagreement as to whether revisions requested by the Sellers’ Representatives should be included in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to any such Tax Return, the Equityholders disagreement shall be submitted to the Auditor for resolution (the expenses of which shall be shared in a manner similar to that set forth in Section 2.08). The Sellers’ Representatives shall pay (or cause to Buyer an amount equal be paid on behalf of the Sellers) to the total amount of Company all Taxes reflected shown on the Statement which are the responsibility of the Equityholders under Section 8.01, except any Straddle Period Return to the extent identified as short-term liabilities such Taxes are allocated to the Sellers in the Financial Statementsaccordance with Section 7.03.

Preparation of Tax Returns. (a) 5.1 The Company Warrantor or its duly authorised agents shall prepare be responsible for and timely file or cause have the conduct of preparing, submitting to be prepared and timely filed agreeing with the Inland Revenue all Tax Returns computations of the Company required to be filed on or prior to and the Closing Date, and shall timely pay Subsidiaries for all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax accounting periods ending on or before the Closing Accounts Date that are subject to all such computation documents and correspondence relating thereto being submitted in draft form to the Purchaser or its duly authorised agents for comment. The Purchaser or its duly authorised agents shall comment within 21 days of such submission. If the Warrantor has not received any comments within 21 days the Purchaser and its duly authorised agents shall be deemed to have approved of such draft documents. If the Purchaser or its duly authorised agents have any comments or suggestions the Warrantor shall not unreasonably refuse to adopt any such comment or suggestion. The Warrantor and the Purchaser shall each respectively afford (or procure the affordance) to the other or their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all outstanding Tax computations. 5.2 The Purchaser or its duly authorised agent shall be filed responsible for and have the conduct of preparing, submitting to and agreeing with the Inland Revenue all taxation computations of the Company and the Subsidiaries for all accounting periods ending after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect Accounts Date subject to any such Tax Returns, except computations relating to periods commencing before Completion being submitted in draft form to the extent identified Warrantor or its duly authorised agents for comment. The Warrantor or its duly authorised agents shall comment within 14 days of such submission. If the Purchaser has not received any comments within 14 days the Warrantor and its duly authorised agents shall be deemed to have approved such draft document and, save as short-term liabilities provided below, the Purchaser shall not be obliged to accept any such comments. The Warrantor has the right to approve, at its sole discretion, the manner in which the Purchaser shall treat the Tax position in the Financial Statements. Such Tax Returns computations for the financial year of the Company ending in 1997 so far as it relates to the sale of the Freehold Property and shall be prepared in a have the right to approve, at its sole discretion, the manner consistent of negotiations with the prior practices Inland Revenue in respect of the Companycalculations of the chargeable gain arising on the sale of the Freehold Property. To the extent that the Tax Liability as set out in Clause 1.1(b)(iii) in respect of the sale of the Freehold Property is less than the sum of (pound)500,000, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior the Purchaser shall pay to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to Warrantor the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion amount of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy difference between the amount of such Tax Return Liability and the Statement related thereto to sum of (pound)500,000. Such sum shall be payable within 14 days of the Seller Representative at least ten (10) relevant Tax computations being agreed in writing with the Inland Revenue. If such sum shall not be paid within 14 days prior to as aforesaid the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders Purchaser shall pay to Buyer an amount equal to the total amount Warrantor interest at the rate of Taxes reflected on 2% above base rate for the Statement which are time being of National Westminster Bank plc. Any additional costs of valuation and negotiation thereof for the responsibility purposes of agreeing such Tax Liability shall be for the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsWarrantor's account.

Preparation of Tax Returns. (a) The Company Buyer shall prepare and timely file or cause to be prepared and timely filed (i) all Tax Returns required to be filed by the ▇▇▇▇▇▇▇’▇ Companies for any Pre-Closing Tax Period (“Pre-Closing Tax Returns”), and (ii) all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such ▇▇▇▇▇▇▇’▇ Companies for any Straddle Periods (“Straddle Period Tax Returns”). Seller Representative shall prepare and timely file or cause to be prepared and timely filed all All such Pre-Closing Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Straddle Period Tax Returns shall be prepared and filed in a manner consistent with the prior practices of the Companypast practice, except as unless otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by BuyerLaw. Buyer shall provide to Sellers’ Representative drafts of all such Pre-Closing Tax Returns and Straddle Period Tax Returns required to be prepared and filed by any ▇▇▇▇▇▇▇’▇ Company together with a copy statement setting forth the amount of Taxes shown on such Pre-Closing Tax Return Returns and the Statement related thereto Straddle Period Tax Returns allocable to the Seller Representative Sellers (including appropriate supporting information and schedules), at least ten (10) 30 days prior to the due date for the filing of such Tax Returns (including extensions). Within 15 days after the receipt of the draft of such Pre-Closing Tax Returns and Straddle Period Tax Returns, Sellers’ Representative shall notify Buyer of the existence of any extension thereofobjection (specifying in reasonable detail the nature and basis of such objection) for filing the Sellers may have to any items set forth on such draft Pre-Closing Tax Return. Returns and Straddle Period Tax Returns (c) In the case of each Tax Return described a “Dispute Notice”). Buyer and Sellers’ Representative agree to consult and resolve in Section 8.03(b)good faith any such objection. However, if Buyer and Sellers’ Representative cannot later than five (5) days before the due date for payment of Taxes with respect to resolve any such Tax Returnobjection, the Equityholders objection shall pay be referred to an Independent Arbitrator for prompt resolution. Buyer an amount equal and Sellers’ Representative shall share equally all costs of hiring the Independent Arbitrator. Buyer shall not file any Pre-Closing Tax Returns or Straddle Period Returns subject to this Section 8.03(c) without the total amount prior written consent of Taxes reflected on Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such consent shall be required if the Statement which are Sellers’ Representative shall not have timely delivered a Dispute Notice or the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities objections contained in the Financial Statementssuch Dispute Notice shall have been finally resolved.

Preparation of Tax Returns. (a) The Company shall Aftermarket will join, for any Pre-Closing Period for which Aftermarket is required to do so (and at Modine's request for any such period or return for which Aftermarket is eligible but not required to do so), in all federal, state or local income Tax Returns of the Modine Group. Modine will prepare and timely file all such federal, state or cause to be prepared and timely filed all local income Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall will timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall Modine will prepare and timely file all other foreign, state and local income Tax Returns relating to the Aftermarket Business for any Pre-Closing Period and will timely pay all Taxes with respect to such Tax Returns. Transpro will not be responsible for paying any Taxes with respect to any Tax Return described in this Section 2.3(a). (b) Transpro will prepare and file (or cause to be prepared and timely filed all filed) any Tax Returns of or with respect Return relating to the Company or its assets or operation Aftermarket for any Tax periods ending on or before the Pre-Closing Date Period that are is required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is Distribution Date other than those required to be filed for, by, on behalf of or with respect by Modine pursuant to Section 2.3(a). Transpro will timely pay the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as amount due on such Tax Return that is allocable Return, and Modine will not be responsible for paying any Taxes with respect to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case Transpro will prepare and file any Tax Returns relating to Aftermarket for any Straddle Period and any Post-Closing Period. Transpro will provide a copy of each income Tax Return described in Section 8.03(b), not later than five (5) for any Straddle Period and any supporting schedules to Modine at least 30 days before the due date such income Tax Return is to be filed by Transpro for payment of Modine's review and approval. Transpro will pay all Taxes with respect to such Tax ReturnReturns that it files under this Section 2.3(c), the Equityholders shall except that Modine will pay to Buyer an amount equal Transpro two days prior to the total filing of an income Tax Return with respect to a Straddle Period the amount of Taxes reflected due on the Statement which are such income Tax Return that is the responsibility of the Equityholders under Modine pursuant to Section 8.01, except 2.1(c). (d) All returns and schedules prepared pursuant to the extent identified as short-term liabilities this Section 2.3 will be prepared on a basis consistent with those prepared for prior Tax years unless a different treatment of any item is required by an intervening change in law. Transpro may make any necessary changes in the Financial Statementsfiling of Tax Returns with respect to Post-Closing Periods provided that, unless a change is required by law, such a change does not result in any Tax Detriment to Modine or its Affiliates. (e) Transpro will not file any amended income Tax Returns with respect to Aftermarket for any Pre-Closing Period of Aftermarket without Modine's prior written consent.

Preparation of Tax Returns. (a) The Company Buyer shall prepare and timely file prepare, or cause to be prepared and timely filed prepared, all Tax Returns of the Company required to be filed on by the Company or prior to any of its Subsidiaries after the Closing Date, and shall timely pay all Taxes of the Company due Date with respect to any Pre-Closing Tax Period. All such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as past practice (unless otherwise required by Applicable Law Law) and without a change of any election or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return any accounting method and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect submitted by the Buyer to the Company after the Closing DateSellers’ Representative (together with schedules, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Periodstatements and, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative extent requested by the Sellers’ Representative, supporting documentation) at least ten thirty (1030) days prior to the due date (including any extension thereofextensions) for filing of such Tax Return. . If the Sellers’ Representative objects to any item on any such Tax Return, it shall, within ten (c) In the case of each Tax Return described in Section 8.03(b), not later than five (510) days after delivery of such Tax Return, notify the Buyer in writing that it so objects, specifying with reasonable particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, the Buyer and the Sellers’ Representative shall negotiate in good faith and use commercially reasonable efforts to resolve such items. If the Buyer and the Sellers’ Representative are unable to reach such agreement within ten (10) days after receipt by the Buyer of such notice, the disputed items shall be resolved by the Independent Accountants and any determination by the Independent Accountants shall be final. If the Independent Accountants are unable to resolve any disputed items before the due date for payment of Taxes with respect to such Tax Return, the Equityholders Tax Return shall pay be filed as prepared by the Buyer and then amended to Buyer an amount equal to reflect the total amount Independent Accountants’ resolution. The costs, fees and expenses of Taxes reflected the Independent Accountants (and the cost of so amending any such Tax Returns) shall be borne equally by the Buyer, on the Statement which are one hand, and the responsibility of Sellers in proportion to their Applicable Total Percentages, on the Equityholders under Section 8.01, except other hand. Except to the extent identified as short-term liabilities otherwise included in the Financial Statementscalculation of Closing Date Working Capital or Indebtedness (in each case as finally determined pursuant to Section 2.04), pursuant to Section 10.01(b)(iii), the Sellers shall bear the responsibility (in proportion to their Applicable Total Percentages) for the Taxes shown as due on all such Tax Returns for all periods (or portions thereof allocated to the Sellers pursuant to Section 11.09) through the end of the Closing Date. The preparation and filing of any Tax Return of the Company or any of its Subsidiaries that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of the Buyer.

Preparation of Tax Returns. (a) The Company Except as otherwise provided in Section 14.5 with respect to Transfer Taxes, Buyer shall prepare and timely file (or cause to be prepared and timely filed prepared) all Tax Returns of the Company required Miltex Companies relating to be filed on or prior to the Closing Date, any Straddle Period and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file (or cause to be prepared and timely filed prepared) all Tax Returns of or with respect relating to the Company or its assets or operation for any Tax periods Periods ending on or before the Closing Date that are required to be filed after the Closing Date. Buyer and Seller agree to prepare and file all Tax Returns of the Miltex Companies for any Tax Period that includes the Closing Date on the basis that such Tax Period ended as of the end of the day on the Closing Date unless the relevant Governmental Authority will not accept a Tax Return filed on that basis. Each party shall have the right to review and comment on any Tax Returns prepared by the other party pursuant to this Section 14.1(a) prior to filing, and the Equityholders each party shall timely pay the Taxes due with respect make any changes to such Tax Returns, except Returns as reasonably requested by the other party. Subject to the extent identified as shortprovisions of Section 11.3 and this Article 14, Buyer shall timely file (or cause to be timely filed) with the appropriate Governmental Authority when due all Tax Returns of each of the Miltex Companies relating to any Pre-term liabilities Closing Tax Period that are required to be filed after the Closing Date (including, without limitation, a federal income Tax Return for Miltex Holdings and the Miltex Subsidiaries that are entities formed in the Financial StatementsUnited States (the "U.S. Subsidiaries") for the Tax Period ending on the Closing Date) and Buyer shall pay or cause to be paid all Taxes shown as due on such Tax Returns. Such All Tax Returns prepared pursuant to this Section 14.1 shall be prepared in a manner consistent with past practice (unless a contrary position is required under applicable Law) and, in the prior practices case of any Tax Return that includes the CompanyClosing Date, except as otherwise required by Applicable Law Buyer and Seller will cause the Miltex Companies to claim deductions for the Tax Savings Expenses and any other deductions that lawfully may be claimed and will consult with PricewaterhouseCoopers LLP (or other nationally recognized accounting firm that may be mutually agreed to in writing by Buyer prior to and the filing thereofSeller Representative) regarding the proper allocation of such deductions among Miltex Holdings, its U.S. Subsidiaries and any other Miltex Companies. Any such Tax Returns Buyer shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return not elect, and shall be revised in accordance with Buyer’s reasonable commentsnot permit the Miltex Companies to elect, to waive the carryback of any net operating loss attributable to a Pre-Closing Tax Period (including, without limitation, the Tax Period that ends on the Closing Date) pursuant to Code Section 172(b)(3) or any similar provision of foreign, state, or local income Tax Law. (b) With respect to each Buyer shall provide copies of all Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of Returns (or with respect the portions thereof relating to the Company Miltex Companies) relating to any Pre-Closing Tax Period that are filed after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto Date to the Seller Representative at least ten (10) days prior to the due date (including and shall not, except as provided in Section 14.2(a), file any extension thereof) for filing such Tax Return. (c) In the case of each amended Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such any Pre-Closing Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility Period of the Equityholders under Section 8.01Miltex Companies without the prior written consent of the Seller Representative (which consent shall not be unreasonably withheld, except to the extent identified as short-term liabilities in the Financial Statementsconditioned or delayed).

Preparation of Tax Returns. (a) The Company shall Seller shall, at its own expense, prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to including the Company or its assets or operation for any Tax periods ending on Pre-Closing Taxable Period or before the Closing Date that are Straddle Period required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to Date which Tax Returns also include Seller or any other Subsidiary thereof (such Tax Returns, except to the extent identified as short-term liabilities “Seller Group Returns”) and shall timely pay any Taxes due in the Financial Statementsrespect of such Seller Group Returns. Such Tax Seller Group Returns shall be prepared in a manner consistent with the prior practices of the Companypast practice, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior Law. Solely as relates to the filing thereof. Any Company, a copy of each such Tax Returns Seller Group Return shall be provided delivered to Buyer at least fifteen (15) 5 Business Days prior to the due date (including valid extensions) filing of such Seller Group Return for filing such Tax Return and shall be revised in accordance with Buyer’s review and reasonable commentscomment. (b) With respect Buyer shall, at its own expense, prepare consistently with past practice (except as otherwise required by Law) and timely file all other Tax Returns of or relating to each Tax Return covering a the Company for any Pre-Closing Taxable Period or Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing DateDate (such Tax Returns, Buyer (i“Separate Company Returns”) and shall cause timely pay any Taxes due in respect of such Separate Company Returns, subject to be prepared Buyer’s indemnification rights under Section 9.2 hereof. A copy of each such Tax Separate Company Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto delivered to the Seller Representative at least ten (10) 15 days prior to the due date of such Separate Company Return for Seller’s review and approval (including any extension thereof) for filing which approval shall not be unreasonably withheld, conditioned or delayed), and all reasonable comments of Seller shall be reflected on such Tax ReturnSeparate Company Returns prior to filing. (c) In Neither Buyer nor any of its Affiliates shall (or shall cause or permit the case Company or any of each its Subsidiaries to) file, amend, refile or otherwise modify any Tax Return described relating in Section 8.03(b), not later than five (5) days before whole or in part to the due date for payment of Taxes Company with respect to such any Pre-Closing Taxable Period (or with respect to any Straddle Period) without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Seller shall be entitled to the amount of any refund or credit of Pre-Closing Taxes, which refund or credit is actually realized by Buyer or its Subsidiaries (including the Company) after the Closing, net of any Tax Return, the Equityholders shall pay cost to Buyer an and its Subsidiaries as a result of the receipt of such refund or credit. Buyer shall pay, or cause to be paid, to Seller any amount equal to which Seller is entitled pursuant to the total prior sentence within two Business Days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries. To the extent requested by Seller, Buyer will reasonably cooperate with Seller in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Authority, Seller agrees to repay the amount of Taxes reflected on such refund or credit, together with any interest, penalties or other additional amounts imposed by the Statement which are applicable Governmental Authority, to Buyer. (e) Notwithstanding anything in this Agreement to the responsibility contrary, Buyer and Seller agree that, for income tax reporting purposes, (i) the vesting in connection with the Closing of restricted stock units of Seller held by employees or former employees of the Equityholders under Section 8.01Company, except and any payments made to such employees or former employees in respect of such vesting, shall be deemed to occur immediately prior to the extent identified Closing and shall be allocable to the Pre-Closing Tax Period for all tax reporting purposes, and any payroll Taxes associated with such vesting shall be treated as shorta Pre-term liabilities Closing Tax notwithstanding the last sentence of the definition of “Pre-Closing Taxes”; (ii) deductions arising from the vesting in connection with the Financial StatementsClosing of restricted stock of Seller held by employees or former employees of the Company shall be allocable to the Tax period of the Company beginning after the Closing Date, and any payroll Taxes associated with such vesting shall not be treated as a Pre-Closing Tax; and (iii) deductions arising from the exercise after the Closing Date by employees or former employees of the Company of options to purchase Seller stock shall be allocable to the Tax period of the Company beginning after the Closing Date, and any payroll Taxes associated with such vesting shall not be treated as a Pre-Closing Tax.

Preparation of Tax Returns. (a) The Company Seller shall prepare and timely file (or cause to be prepared and timely filed filed) all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect relating to the Company or any of its assets or operation for any Tax periods ending on or before the Closing Date that Subsidiaries which are required to be filed after the Closing DateDate and which are filed on a consolidated, unitary or combined basis with the Seller. With respect to any Tax Return to be prepared and filed by the Seller pursuant to the preceding sentence, Purchaser shall cause the Company to prepare and provide to Seller a package of Tax information materials (the “Tax Package”), which shall be completed in accordance with past practice, and shall include drafts of the Equityholders shall timely pay the Taxes due Tax Returns (computed on a stand-alone basis with respect to such the Company and its Subsidiaries), schedules and significant work papers (other work papers shall be made available to the Seller upon request). With respect to any consolidated federal income Tax Return or any Kentucky consolidated state income Tax Returns, except Purchaser shall cause the Tax Package to be delivered to Seller no later than 45 days in advance of the extent identified as short-term liabilities due date (giving effect to any extension thereof) for the Tax Return to which such Tax Package relates. With respect to any Tax Return to be prepared and filed by the Seller referred to in the Financial Statements. Such first sentence of this Section 6.5 other than a consolidated federal or Kentucky consolidated income Tax Returns Return, Purchaser shall cause the Tax Package to be prepared in a manner consistent with the prior practices of the Company, except delivered to Seller as otherwise required by Applicable Law or agreed to in writing by Buyer promptly as reasonably possible prior to the filing thereof. Any of such Tax Returns to enable Seller to review and timely file the Tax Return to which such Tax Package relates. Purchaser shall prepare and file (or cause to be provided to Buyer at least fifteen (15prepared and filed) Business Days prior all Tax Returns relating to the due date (including valid extensions) Company or any of its Subsidiaries to be filed after the Closing other than Tax Returns referred to in the first sentence of this Section 6.5. With respect to any Tax Return to be filed by one party for filing which the other party may have an indemnification obligation, the Indemnified Party shall provide the Indemnifying Party adequate opportunity to review and comment on such Tax Return and shall be revised in accordance with Buyerincorporate comments of the Indemnifying Party on such Tax Returns to the extent such comments could affect the Indemnifying Party’s reasonable commentsindemnity obligations under this Agreement. (b) With respect to each any Tax Return covering a Straddle Period Returns for any taxable period which is required to be filed for, by, on behalf of or with respect to the Company begins before and ends after the Closing Date, Buyer to the extent permissible, but not required, pursuant to applicable Tax Law, the parties shall cause the Company and its Subsidiaries to, (i) shall take all steps as may be reasonably necessary, including the filing of elections or returns with applicable Governmental Authority, to cause such period to be prepared each such Tax Return and end on the Closing Date or (ii) shall determine if the foregoing clause (i) of this Section 6.5(b) is inapplicable, report the operations of the Company and its Subsidiaries only for that portion of such period ending on the Taxes shown as due on such Closing Date in a combined, consolidated or unitary Tax Return filed by Seller or an Affiliate of Seller, notwithstanding that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), taxable period does not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected end on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsClosing Date.

Preparation of Tax Returns. (a) The Company Seller shall prepare or cause to be prepared all Tax Returns required to be filed by, with respect to or that include the Companies with respect to taxable periods of the Companies ending on or before the Closing Date, and such Tax Returns, to the extent they relate to the Companies, shall be prepared consistent with past practices, except as otherwise required by applicable Law. The Companies shall be included in the federal consolidated income Tax Return of which Seller’s Parent is the common parent for the tax year of the Companies that ends on the Closing Date (and any similar combined, consolidated or unitary state income Tax Return) (the “Consolidated Tax Returns”), Seller shall cause such Consolidated Tax Returns to be filed on a timely basis and Seller shall pay, or cause to be paid, all such Taxes shown as due on such Tax Returns. Seller shall provide a copy of each separate Company income and franchise Tax Return to Purchaser for Purchaser’s review and consent, not to be unreasonably withheld, conditioned or delayed, no later than thirty (30) days prior to the due date (taking into account any applicable extensions) for such Tax Return. Seller shall consider in good faith any reasonable comments received from Purchaser in writing no later than ten (10) Business Days before the due date of such Tax Return. Seller shall provide a copy of each other separate Company Tax Return within a reasonable period of time prior to the due date of such Tax Return (taking into account any applicable extensions) to enable the Company to timely file such Tax Return. For the avoidance of doubt, separate Company Tax Returns shall not include any portion of a Consolidated Tax Return. (b) Purchaser shall file or cause to be prepared and timely filed all Tax Returns of the Company required Companies, other than the Consolidated Tax Returns, that are prepared by Seller pursuant to Section 7.05(a) (“Stand-Alone Pre-Closing Tax Returns”) and subject to the other provisions in this Agreement, shall pay or cause to be filed on or prior to the Closing Date, and shall timely pay paid all Taxes of the Company shown as due with respect to on such Tax Returns. Seller Representative Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation Companies for any Tax taxable periods ending starting on or before the Closing Date that are required to be filed and ending after the Closing DateDate (each, a “Straddle Period”), and the Equityholders shall timely pay the Taxes due with respect to cause such Tax Returns, except Returns to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Companypast practices, except as otherwise required by Applicable Law or agreed applicable law. Purchaser shall provide a copy of any Straddle Period Tax Return to in writing by Buyer Seller for review and comment no later than thirty (30) days prior to the filing thereof. Any due date for such Tax Return. Purchaser shall incorporate any reasonable comments received from Seller in writing no later than five (5) Business Days before the due date of such Tax Return. Purchaser shall file or cause to be filed all Straddle Period Tax Returns and, subject to the other provisions in this Agreement, shall pay or cause to be provided paid all Taxes shown due on such Tax Returns. Seller shall pay to Buyer at least fifteen Purchaser (15i) no later than three (3) Business Days prior to the due date (including valid extensions) for filing such any Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a for any Straddle Period which is required to be filed for, by, on behalf the amount of or Taxes owing with respect to the Company after portion of the Closing Date, Buyer (i) shall cause to be prepared each Straddle Period covered by such Tax Return ending on the Closing Date (pro rated pursuant to Section 7.02 hereof) and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement no later than three (“Statement”3) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days Business Days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each any Stand-Alone Pre-Closing Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment amount of Taxes owing with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company Seller shall timely prepare and timely file file, or shall cause to be timely prepared and timely filed filed, with the appropriate Taxing authorities, all Non-Income Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after with respect to the Purchased Assets for any Pre-Closing Tax Period and all Non-Income Taxes required to be paid prior to the Closing Date, Date (determined without regard to extensions) and the Equityholders shall timely pay all such Non-Income Taxes. (b) Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, with the appropriate Taxing authorities, all Non-Income Tax Returns with respect to the Purchased Assets for any Post-Closing Tax Periods, all Non-Income Taxes required to be paid subsequent to the Closing Date (determined without regard to extensions, but not including any Non-Income Taxes that relate to Non-Income Tax Returns that are required to be filed with respect to the Purchased Assets for any Pre-Closing Tax Period) and all Non-Income Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return Straddle Period and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each timely pay all such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a PreNon-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by BuyerIncome Taxes. Buyer shall provide Seller with a copy draft of such Tax Return and the Statement Returns related thereto to the Seller Representative at least ten (10) Straddle Period 30 days prior to the due date (including any extension thereof) for filing of such Tax ReturnReturns, including extensions. (c) Any regular periodic Tax charges paid by Seller or Buyer with respect to any of the Purchased Assets, including amounts payable with respect to all real property, personal property and similar Taxes relating to the Purchased Assets which relate to periods both before and after the Closing Date, shall be prorated and adjusted between Seller and Buyer, with Buyer reimbursing Seller (on the Closing Date or within ten (10) business days of the receipt of an invoice from Seller) for that portion of such Tax charges paid by Seller that relate to the period commencing on the day following the Closing Date and with Seller reimbursing Buyer (within ten (10) business days of the receipt of an invoice from Buyer) for that portion of such Tax charges paid by Buyer that relate to the period ending on the Closing Date. For purposes of determining the amount of any regular periodic Tax charges that is attributable to the portion of the period ending on the Closing Date and to the portion of the period commencing on the day following the Closing Date, such amount shall be determined by multiplying the amount of such regular periodic charges for the entire Taxable period by a fraction the numerator of which is the number Raccoon APA DOCSNY1:1172777.5 12115-16 RM9/RM9 of days in the taxable period ending on the Closing Date or the number of days commencing with the day following the Closing Date, as the case may be, and the denominator of which is the number of days in the taxable period. In the case of each any Tax Return described in Section 8.03(b)based upon or related to income or receipts, not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders amount shall pay to Buyer an amount be equal to the total amount of Taxes reflected that would be payable if the relevant tax period ended on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsClosing Date.

Preparation of Tax Returns. (a) The Company Sellers’ Representative shall prepare and timely file or cause to be prepared and timely filed all Income Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation NPC for any Tax periods ending on or before the Pre-Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial StatementsPeriod. Such Tax Returns which are the responsibility of the Sellers’ Representative under this Section 8.03(a) shall be prepared in a manner consistent with the prior practices NPC’s past practice. The costs of the Company, except as otherwise required such preparation shall be borne solely by Applicable Law Sellers’ Representative. Buyer shall file or agreed cause to in writing by Buyer prior to the filing thereof. Any such be filed all Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to prepared by the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable commentsSellers’ Representative. (b) With respect The Purchaser shall prepare and file (or cause NPC and its Subsidiaries to each prepare and file) all other Tax Return covering a Returns relating to NPC and its Subsidiaries for any Pre-Closing Period as well as all Tax Returns for any Straddle Period which is required to be are filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such . Such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement Returns which are the responsibility of the Equityholders Purchaser under this Section 8.03(b) shall be prepared in a manner consistent with NPC’s past practice unless otherwise required by applicable Law (or to the extent that counsel for NPC advises that there is no reasonable basis in Law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). The Purchaser shall deliver drafts of such Tax Returns to the Sellers’ Representative, together with a statement showing the calculation and allocation of Taxes relating to a Straddle Period and supporting schedules and information, at least fourteen (14) days (or twenty-one (21) days in the case of Income Taxes) prior to filing for the Sellers’ Representative’s review and comment (with any revisions to be provided to the Purchaser as soon as reasonably practicable, but in no event later than seven (7) days prior to filing) and for the Sellers’ Representative’s consent (which shall not be unreasonably withheld, delayed or conditioned), and Purchaser shall make any changes to such Tax Returns as Sellers’ Representative reasonably requests. The costs of such preparation and filing shall be borne solely by NPC and its Subsidiaries. (c) The Purchaser, Sellers, and NPC agree to treat Purchaser’s purchase of the Membership Interests from Sellers in accordance with Situation 2 of Revenue Ruling 99-6, 1999-1 C.B. 432 and all such Tax Returns shall be prepared consistent with such treatment. (d) In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the taxable period ending on the Closing Date shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or payroll, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, as provided under Section 8.06), deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable period ended as of the close of business on the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of NPC or any Subsidiary thereof, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (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 period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the refund relates. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of NPC and its Subsidiaries. (e) Payment by the indemnifying party of any amount due under Section 8.01 shall be made within 10 days following written notice by the indemnified party that payment of such amounts to the appropriate taxing authority is due, provided that the Purchaser shall comply with its obligation to promptly notify the Sellers’ Representative under Section 8.05(a) and provided further that the indemnifying party shall not be required to make any payment earlier than two Business Days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if any Seller receives an assessment or other notice of Taxes imposed on or payable by NPC and its Subsidiaries for any Pre-Closing Period for which the Sellers are not responsible, in whole or in part, pursuant to Section 8.01, except then the Sellers shall promptly notify the Purchaser in writing of such assessment or notice. During the term of the Indemnity Escrow Account, the Sellers’ Representative and the Purchaser agree to give joint written instructions to the extent identified as short-term liabilities Escrow Agent instructing the Escrow Agent to deliver to the Purchaser from the Escrow Amount any amount due to the Purchaser under Section 8.01 in accordance with the Financial Statements.provisions of this Section 8.03(e)

Preparation of Tax Returns. (a) The Company shall Seller will prepare and timely file (or cause to be prepared and filed) in a timely filed all manner the Income Tax Returns of the Company required to be filed on or prior by the Company (after giving effect to any valid extensions of the due date for filing any such Income Tax Returns) for any Pre-Closing Date, and shall Periods. Seller will timely pay (or cause to be timely paid) all Income Taxes of the Company shown as due with respect to and owing on all such Income Tax Returns. Seller Representative shall . (b) Buyer will prepare and timely file (or cause to be prepared and filed) in a timely filed all manner the Income Tax Returns of the Company for the Straddle Period; provided, however, that Buyer shall submit such Income Tax Returns to Seller with a proposed allocation of the Income Taxes in which Seller is responsible pursuant to Section 7.1 with respect to such Straddle Period (the "SELLER'S STRADDLE PERIOD ALLOCATION"), for review and approval, at least 45 days prior to the filing date (after giving effect to any valid extensions). Buyer will be responsible to pay (or cause to be paid) all Income Taxes shown as due and owing by the Company on all such Income Tax Returns. Within 15 days after receipt of the Income Tax Returns relating to a Straddle Period, Seller shall deliver to Buyer written notice of any disagreement with respect to the Company Income Tax Returns or its assets the calculation of the Seller's Straddle Period Allocation. Buyer and Seller shall attempt to resolve any disputes with respect to such Income Tax Returns or operation calculations; provided that if they are unable to do so within 15 days after delivery of notice of the disagreement, such disputed items shall be submitted to the Independent Accountant for final determination, which determination shall be binding upon Buyer and Seller. The provisions of Section 2.6(c) shall apply to any Tax periods ending dispute which is submitted to the Independent Accountant pursuant to this Section 7.4(b). Seller shall pay to Buyer on or before the Closing Date date which is the later of three business days before the due date of the final Income Tax Return for the Straddle Period (after giving effect to any valid extensions), or five days after the final determination by the Independent Accountant, the amount of the Income Tax liability for the Straddle Period that are Seller is responsible for as determined in Section 7.1 and this Section 7.4(b). Except as otherwise provided in this Section 7.4, Buyer will also prepare and file, or cause to be prepared and filed, any and all other Tax Returns required to be filed after by the Closing Date, Company. Buyer will be responsible to pay (or cause to be paid) all Taxes shown as due and owing by the Equityholders shall timely pay the Taxes due with respect to Company on all such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such All Tax Returns shall be prepared in a manner consistent with the prior past practices of the CompanyCompany and Seller, except as unless otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable commentsapplicable law. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company Sellers’ Representative, at the Sellers’ sole cost and expense, shall timely prepare and timely file file, or shall cause to be prepared and timely filed filed: (i) all Tax Returns of the Company Acquired Companies that are required to be filed on or prior to before the Closing Date, and shall timely pay all Taxes of Date (the Company due with respect to such “Pre-Closing Tax Returns. Seller Representative shall prepare ”); and timely file or cause to be prepared and timely filed (ii) all Tax Returns of the Acquired Companies reflecting items of taxable income or loss that pass through to the Sellers for federal and, where applicable, state and local income Tax purposes, with respect to any taxable year or period of the Company or its assets or operation for any Tax periods ending Acquired Companies that ends on or before the Closing Date (the “Pass-Through Income Tax Returns” and, together with the Pre-Closing Tax Returns, the “Seller Prepared Returns”). The Sellers shall timely pay, or shall cause to be timely paid, all Taxes that are shown as payable by the Acquired Companies with respect to any Seller Prepared Returns. The Sellers’ Representative shall prepare all Seller Prepared Returns in a manner consistent with past practice of the Acquired Companies, unless otherwise required by applicable Laws or this Agreement. The Sellers’ Representative shall deliver a draft of each such Seller Prepared Return to the Buyer for its review and comment at least 20 days before the earlier of: (A) the due date (including validly obtained extensions) for filing thereof; or (B) the date such Tax Return is actually filed. The Sellers’ Representative shall consider in good faith any reasonable comments provided by the Buyer to Sellers’ Representative regarding any Seller Prepared Return within 10 days of Buyer’s receipt of such Seller Prepared Return and the Buyer and the Sellers’ Representative shall negotiate in good faith to resolve promptly any objections made by the Buyer to such Seller Prepared Return, in each case prior to filing such Seller Prepared Return. If the Sellers’ Representative and the Buyer do not obtain a final resolution within 10 days after the Buyer has received such Seller Prepared Return from the Sellers’ Representative, then, the items in dispute shall be submitted to the Accounting Firm in accordance with the procedural principles set forth in Section 2.03(c), mutatis mutandis, except that the Accounting Firm shall resolve such disputed items prior to the due date (taking into account applicable extensions) for the filing of such Seller Prepared Return. The Seller Prepared Returns, as adjusted to reflect the Accounting Firm’s resolution of any disputed item(s) and any subsequent agreement between the Sellers’ Representative and the Buyer, shall be final and binding on the parties hereto. (b) The Buyer shall cause to be prepared and filed in a timely manner all Tax Returns for any Pre-Closing Tax Period (including, for the avoidance of doubt, any Straddle Period) filed by the Acquired Companies after the Closing Date, and other than the Equityholders shall timely pay Seller Prepared Returns (the Taxes due with respect to “Buyer Prepared Returns”). Each such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns Buyer Prepared Return shall be prepared in a manner consistent with the prior practices of the Companypast practice, except as unless otherwise required by Applicable Law applicable Laws or agreed to in writing by this Agreement. The Buyer prior shall submit any such Buyer Prepared Return to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer Sellers’ Representative: (i) shall cause to be prepared each such in the case of any income Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing PeriodReturn, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) 20 days prior to the due date (including any extension thereofvalidly obtained extensions) for filing of such Tax Return; and (ii) in the case of any other material Tax Return that shows an amount for which the Sellers are responsible for under the terms of this Agreement, as soon as reasonably practicable prior to the due date of such Tax Return, in each case for the Sellers’ Representative’s review and comment. The Buyer shall consider in good faith any reasonable comments provided by the Sellers’ Representative to Buyer regarding any Buyer Prepared Return within 10 days of the Sellers’ Representative’s receipt of such Buyer Prepared Return and the Buyer and the Sellers’ Representative shall negotiate in good faith to resolve promptly any objections made by the Sellers’ Representative to such Buyer Prepared Return, in each case prior to filing any such Buyer Prepared Return. If the Buyer and the Sellers’ Representative do not obtain a final resolution within 10 days after the Sellers’ Representative has received such Buyer Prepared Return from the Buyer, then, the items in dispute shall be submitted to the Accounting Firm in accordance with the procedural principles set forth in Section 2.03(c), mutatis mutandis, except that the Accounting Firm shall resolve such disputed items prior to the due date (taking into account applicable extensions) for the filing of such Seller Prepared Return. The Buyer Prepared Returns, as adjusted to reflect the Accounting Firm’s resolution of any disputed item(s) and any subsequent agreement between the Sellers’ Representative and the Buyer, shall be final and binding on the parties hereto. The Sellers’ Representative (on behalf of the Sellers) shall pay to the Buyer those Taxes shown on any Buyer Prepared Return (and with respect to any Buyer Prepared Return for any Straddle Period allocated to portion of such Straddle Period ending on and including the Closing Date in a manner consistent with Section 9.03) no later than five Business Days before the Buyer is required to file such Buyer Prepared Returns with the applicable Taxing Authority (taking into account any extensions timely filed by the Acquired Companies), in each case except to the extent such Taxes were taken into account in the determination of the Closing Indebtedness Amount, as finally determined. (c) In The parties hereto agree that the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility Company and any Subsidiary of the Equityholders Company that is treated as a partnership for U.S. federal income Tax purposes shall have a valid election in effect under Section 8.01, except to 754 of the extent identified as short-term liabilities in Code for the Financial Statementstaxable period that includes the Closing Date.

Preparation of Tax Returns. (ai) The Company shall Sellers will prepare and timely file (or cause to be prepared and filed) in a timely filed all manner the Income Tax Returns of the Company required to be filed by the Company (after giving effect to any valid extensions of the due date for filing any such Income Tax Returns) for any Pre-Closing Tax Periods and all other Tax Returns due on or prior to before the Closing Date, and shall . Sellers will timely pay (or cause to be timely paid) all Taxes of the Company shown as due with respect to and owing on all such Tax Returns. Seller Representative shall . (ii) Buyer will prepare and timely file (or cause to be prepared and filed) in a timely filed manner all other Tax Returns of the Company; provided, that Buyer shall submit Tax Returns with respect to a Straddle Period to Sellers with a proposed allocation of the Taxes for which Sellers are responsible pursuant to Section 6.04(b) with respect to such Straddle Period (the "Sellers' Straddle Period Allocation"), for review and approval, at least 30 days prior to the filing date (after giving effect to any valid extensions). Buyer will pay (or cause to be paid) all Taxes shown as due and owing by the Company on all such Tax Returns. Within 15 days after receipt of the Tax Returns relating to a Straddle Period, Sellers shall deliver to Buyer written notice of any disagreement with respect to the Company Tax Returns or its assets or operation for the calculation of Sellers' Straddle Period Allocation. Buyer and Sellers shall attempt to resolve any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due disputes with respect to such Tax ReturnsReturns or calculations; provided that if they are unable to do so within 15 days after delivery of notice of the disagreement, except such disputed items shall be submitted to an independent accounting firm of recognized national or regional standing mutually acceptable to Buyer and Sellers for final resolution or, if they cannot agree, a Big Four accounting firm chosen by lot (after elimination of those Big Four accounting firms having relationships with the parties). Each of Buyer and Sellers will be afforded the opportunity to present to such accounting firm any material related to the extent identified determination and to discuss the determination with such accountants. The determination by such accounting firm will be conclusive and binding upon the parties. The fees and expenses of such accounting firm will be shared equally by Sellers and Buyer. Sellers shall pay to Buyer on or before the date which is the later of three business days before the due date of the final Tax Return for the Straddle Period (after giving effect to any valid extensions), or five days after the final determination thereof (per the above), the amount of the Tax liability for the Straddle Period that Sellers are responsible for as short-term liabilities determined in the Financial StatementsSection 6.04(b) and this Section 6.04(e). Such All Tax Returns with respect to a Straddle Period or a Pre-Closing Tax Period shall be prepared in a manner consistent with the prior past practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company Acquired Companies shall prepare and timely file (or cause to be prepared and filed) in a timely filed manner all Tax Returns of the Company required to be filed for any taxable period (or portion thereof) that ends on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed (taking into account valid extensions of time to file) after the Closing Date, and the Equityholders . The Acquired Companies shall timely pay the Taxes due with respect use their reasonable best efforts to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing make any such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect for which Stockholders have liability pursuant to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect this Agreement available to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return Stockholders for review and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative comment at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. Returns (c) In or such shorter period as is reasonable taking into account the case of each applicable Taxes and due date for filing such Tax Returns). The Acquired Companies shall make such reasonable changes and revisions to such Tax Returns as are requested by the Stockholders to the extent such changes and revisions relate to Taxes for which the Stockholders have liability pursuant to this Agreement. Notwithstanding anything to the contrary, any consolidated or other group Tax Return described in relating to the Buyer or any of its Affiliates shall not be subject to this Section 8.03(b5.4(a), not . No later than five (5) days before Business Days prior to the due date (after giving effect to extensions) for the payment of any Taxes with respect to such any Tax ReturnReturn required to be filed by the Acquired Companies pursuant to this Section 5.4(a), (i) the Equityholders Buyer and the Stockholders shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to pay to the Buyer or the Acquired Companies (as directed by the Buyer) within three (3) Business Days, an amount equal to the total amount portion of such Taxes reflected shown as due by the Acquired Companies on any such Tax Return for which the Statement which are Stockholders have liability pursuant to this Agreement or (ii) in the responsibility of event that no Escrow Amount remains, the Equityholders under Section 8.01, except Stockholders shall pay to the extent identified Buyer or the Acquired Companies (as short-term liabilities in directed by the Financial StatementsBuyer), an amount equal to the portion of such Taxes shown as due by the Acquired Companies on any such Tax Return for which the Stockholder have liability pursuant to this Agreement).

Preparation of Tax Returns. (ai) The Company shall prepare and timely file (or cause to be prepared and timely filed filed), all Tax Returns of the Company that are required to be filed by the Company on or prior to before the Closing Date, and shall timely pay pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. All such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as otherwise required by applicable Law. At least 15 days prior to filing any such Tax Returns. Seller Representative Return that is an income or other material Tax Return, the Company shall submit a copy of each such Tax Return to Purchaser for Purchaser’s review and comment and shall consider in good faith any comments timely received from Purchaser. (ii) Purchaser shall prepare and timely file (or cause to be prepared and timely filed filed), all Tax Returns of for Pre-Closing Tax Periods or with respect to the Company or its assets or operation for any Straddle Tax periods ending on or before the Closing Date Periods that are required to be filed after the Closing Date, Date and the Equityholders shall timely pay the pay, or cause to be paid, all Taxes shown as due with respect to thereon. All such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the prior past practices of the CompanyCompany with respect to such items, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereofapplicable Law. Any such Tax Returns shall be provided to Buyer at At least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) 30 days prior to the due date (including filing any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders Purchaser shall pay submit a copy of each such Tax Return to Buyer an amount equal Seller for Seller’s review and approval. Purchaser shall accept all comments submitted in writing by Seller on the final draft of the relevant Tax Return filed with the relevant Taxing Authority for all Tax Returns for Tax periods ending on or prior to the total amount Closing Date. With respect to Straddle Period Tax Returns, to the extent Seller provides comments to said Tax Returns as contemplated herein and Purchaser disagrees with any Seller comments, the parties shall negotiate in good faith to resolve any such dispute and if unable to do so, either party may submit the dispute for resolution to a mutually agreed upon internationally recognized accounting firm (“Tax Arbitrator”). The fees for the Tax Arbitrator shall be shared equally between the parties. To the extent that a Straddle Period Tax Return must be filed prior to the resolution of Taxes the Tax Arbitrator, it shall be so filed reflecting Seller’s position with respect to the Spinout Tax Treatment and consistent in all respects with the Cantonal Tax Ruling. The Tax Arbitrator’s decision shall be final and binding on the parties and reflected on the Statement which are final Straddle Period Tax Return, including any re-filed or amended Tax Return that must be filed to reflect the responsibility determination of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsTax Arbitrator.

Preparation of Tax Returns. (ai) The Company Acquired Companies shall prepare and timely file file, or shall cause to be prepared and timely filed, all Tax Returns that are required to be filed by the Acquired Companies (taking into account any extension properly obtained) on or before the Closing Date (“Company Prepared Returns”), and shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. All Company Prepared Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the applicable Acquired Company with respect to such items, except as otherwise required by applicable Law. At least twenty (20) days prior to filing a Company Prepared Return that is an income or other material Tax Return, the Company shall submit a copy of such Tax Return to Parent for Parent’s review and comment and shall make such revisions to such Tax Returns as are reasonably requested by Parent. (ii) Parent shall prepare or cause to be prepared and timely filed all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed filed, at the expense of the Company Indemnitors, all Tax Returns of for the Acquired Companies for a Pre-Closing Tax Period or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date Straddle Period that are required to be filed after the Closing Date, and Date (the Equityholders shall timely pay the Taxes due with respect to “Parent Prepared Returns”). All such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Parent Prepared Returns that are not for a Straddle Period shall be prepared in a manner consistent with the prior practices of the applicable Acquired Company’s past practice, except as otherwise required by Applicable applicable Law and provided that PlushCare Technologies Canada, Inc. shall not claim any reserves that would require it to include any amounts in income in a Tax period ending after the Closing Date. In the event that any Parent Prepared Return that is an income Tax Return or agreed other material Tax Return that shows any Unpaid Pre-Closing Taxes that are subject to in writing indemnification by Buyer prior the Company Indemnitors pursuant to this Agreement, Parent will submit such Parent Prepared Return to the filing thereof. Any such Tax Returns shall be provided to Buyer Stockholder Representative for review and comment at least fifteen twenty (1520) Business Days prior to the due date days (including valid extensions) for filing or, if such Tax Parent Prepared Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed forwithin twenty (20) days after the Agreement Date, by, on behalf as soon as practicable after the Agreement Date) prior to the filing of such Parent Prepared Return (taking into account any validly obtained extensions of time to file); provided that any failure or delay in providing any Parent Prepared Return to the Stockholder Representative shall not relieve the Company Indemnitors of any indemnification obligations with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) except to the extent the Company Indemnitors are actually prejudiced as a result thereof. Parent will consider in good faith all reasonable comments timely received from the Stockholder Representative. The Company Indemnitors shall determine the portion of the be responsible for reimbursing Parent for any Unpaid Pre-Closing Taxes shown as due on such Tax Return that is allocable Parent Prepared Returns promptly upon request by Parent (to a the extent such Unpaid Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), Taxes are not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsClosing Indebtedness Amount or Closing Transaction Expenses Amount).

Preparation of Tax Returns. (ai) The Company shall Seller or its designee will prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the appropriate Taxing Authority all necessary Tax Returns of or which include or relate to the Company and the Subsidiaries for (A) Pre-Closing Tax Periods that are required to be filed (including extensions) on or prior to the Closing Date and (B) for all other Pre-Closing Tax Periods to the extent that such Tax Returns are filed reflecting the effect of a 338(h)(10) Election. Seller will pay or will cause to be paid any and all Taxes due with respect to such Tax Returns. (ii) Seller or its designee will prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the appropriate Taxing Authority all consolidated, combined or unitary Tax Returns of Seller that include or relate to the Company and the Subsidiaries and any income Tax Return of the Company and the Subsidiaries that reflect any Pre-Closing Straddle Period or any Pre-Closing Tax Period (including any short period) that are not required to be filed on or prior to the Closing Date, Date (“Seller Tax Returns”). Seller will pay or will cause to be paid any and shall timely pay all Taxes of the Company due with respect to such Seller Tax Returns. Purchaser will provide or cause to be provided to Seller Representative in a timely manner all reasonably necessary data and other information to prepare all Seller Tax Returns. (iii) Seller will have the exclusive authority and obligation to prepare or cause to be prepared all Tax Returns subject to Section 7.03(c)(i) and Section 7.03(c)(ii). Such authority will include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company and the Subsidiaries will be reported or disclosed in such Tax Returns; provided, however, that all such Tax Returns which affect or may affect the Tax liability of the Company or any Subsidiaries with respect to a Post-Closing Tax Period or Post-Closing Straddle Period shall be as filed correct and complete and all such determinations shall be made in a manner consistent with the Company’s past practices or as may be required by a Final Tax Determination of any Pending Federal Tax Matter. (iv) Purchaser or its designee will prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the appropriate Taxing Authority all Tax Returns of or with respect to the Company or its assets or operation and the Subsidiaries for which Seller is not responsible pursuant to Section 7.03(c)(i) and Section 7.03(c)(ii). Purchaser will deliver to Seller any Tax periods ending on or before the Closing Date Returns that are required relate to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a any Pre-Closing Straddle Period or Pre-Closing Tax Period, which determination shall be set forth in a statement as the case may be, (“Statement”and any relevant workpapers or other documents reasonably requested by Seller) prepared by Buyer. Buyer shall provide a copy of such Tax Return for Seller’s review and the Statement related thereto to the Seller Representative comment at least ten (10) 45 days prior to the due date (including any extension thereof) for filing of such Tax ReturnReturns (or such shorter period as is necessary to allow for the timely filing of such Tax Returns), and Seller will provide Purchaser with Seller’s comments no later than 10 days before the respective due dates of such Tax Returns (or such shorter period as is necessary to allow for the timely filing of such Tax Returns). Purchaser will (A) reasonably consider any revisions that relate to any Pre-Closing Straddle Period or Pre-Closing Tax Period to such Tax Returns as are requested by Seller, and (B) make any revisions requested by Seller which are required by a Final Tax Determination of any Pending Federal Tax Matter. Purchaser will pay or cause to be paid any and all Taxes allocable to any Post-Closing Straddle Period or Post-Closing Tax Period, as the case may be, pursuant to Section 7.03(b) and Seller will pay to Purchaser, at least 3 days prior to the date on which payment is due to the applicable Taxing Authority, Taxes allocable to any Pre-Closing Straddle Period or Pre-Closing Tax Period, provided, however, that Seller shall not have to pay to Purchaser any such Taxes to the extent accrued reserves for such Taxes were included in the Most Recent Balance Sheet. (cv) In the case Neither Purchaser nor any of each its Affiliates will amend, refile, revoke or otherwise modify any Tax Return described in Section 8.03(b), not later than five (5) days before or Tax election of the due date for payment of Taxes Company or the Subsidiaries with respect to such a Pre-Closing Tax ReturnPeriod or Pre-Closing Straddle Period without the prior written consent of Seller. Seller may not amend, the Equityholders shall pay refile, revoke or otherwise modify or cause or permit to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility be amended, refiled, revoked or otherwise modified any Tax Return or Tax election of the Equityholders under Section 8.01Company or any Subsidiaries that affects or may affect the Tax liability of the Company or any Subsidiaries with respect to a Post-Closing Tax Period or Post-Closing Straddle Period without the prior written consent of Purchaser, except to the extent identified that such amendment, refiling, revocation or other modification is required by a Final Tax Determination of any Pending Federal Tax Matter. (vi) With respect to any Tax Returns for any Straddle Period, to the extent permissible, but not required, pursuant to applicable Tax Law, Seller may and Purchaser or its Affiliates will, at Seller’s direction, cause the Company to (A) take all steps as short-term liabilities are or may be reasonably necessary, including the filing of elections or returns with applicable Taxing Authorities, to cause such period to end on the Closing Date or (B) if clause (A) is inapplicable, report the operations of the Company only for that portion of such period ending on the Closing Date in a combined, consolidated, or unitary Tax Return filed by Seller or an Affiliate of Seller, notwithstanding that such taxable period does not end on the Financial StatementsClosing Date.

Preparation of Tax Returns. (ai) The Company shall prepare and timely file file, or cause to be prepared and timely filed filed, all material Tax Returns for Acquired Companies that are first due (taking into account any extension properly obtained) after the date hereof and on or before the Closing Date (the “Company Prepared Returns”). All Company Prepared Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such items, except as otherwise required by applicable Law. At least twenty (20) days prior to filing a Company Prepared Return that is an income Tax Returns. Seller Representative Return, the Company shall submit a copy of such Tax Return to Buyer for Buyer’s review and comment and shall consider in good faith such comments to such Tax Returns as are requested by Buyer. (ii) Buyer shall prepare and timely file or cause to be prepared and timely filed file or cause to be filed, all Tax Returns of for the Acquired Companies for Pre-Closing Tax Periods or with respect to the Company or its assets or operation for Straddle Periods that are first due (taking into account any Tax periods ending on or before extension properly obtained) after the Closing Date that are required to be filed after (the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to “Buyer Prepared Returns”). All such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Buyer Prepared Returns shall be prepared in a manner consistent with the prior practices of the such Acquired Company’s past practice, except as otherwise required by Applicable Law or agreed applicable Law. If any Buyer Prepared Return shows a net operating loss, the relevant Acquired Company shall carryback such net operating loss to in writing by Buyer prior Pre-Closing Tax Periods to the filing thereofmaximum extent permitted by applicable Law. Any To the extent a Buyer Prepared Return reports an amount of Tax for which the Selling Securityholders are required to indemnify pursuant to this Agreement, Buyer will submit any such Tax Returns shall be provided Buyer Prepared Return to Buyer the Sellers Representative for review and comment at least fifteen thirty (1530) Business Days days (or, if such Buyer Prepared Return is required to be filed within thirty (30) days after the Agreement Date, as soon as reasonably practicable after the Agreement Date) prior to the due date of such Buyer Prepared Return (including valid extensionstaking into account any validly obtained extensions of time to file). If the Sellers Representative and Buyer are unable to resolve any dispute regarding any Buyer Prepared Return within fifteen (15) for filing days after Buyer submits such Tax Buyer Prepared Return and to the Sellers Representative, subject to the last sentence of this Section 6.2(a)(ii), the dispute shall be revised resolved by the Independent Accountant in accordance with Buyerthe same manner as disputes are intended to be resolved pursuant to Section 2.12(b). Notwithstanding anything to the contrary in Section 2.12(b), the Independent Accountant shall (i) if the dispute relates solely to a Pre-Closing Tax Period, resolve any such dispute in favor of the Sellers Representative if the Sellers Representative’s reasonable comments. position is supported by a “more likely than not” standard under the Code (bor any provision of state, local or non-U.S. Tax Law), and (ii) With respect if the dispute relates to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company other taxable period beginning after the Closing Date, resolve any such dispute in favor of Buyer if Buyer’s position is supported by a “more likely than not” standard under the Code (or any provision of state, local or non-U.S. Tax Law). (iii) For all purposes under this Agreement (including, for the avoidance of doubt, the preparation of any Buyer Prepared Returns and the calculation of Unpaid Pre-Closing Taxes), in the case of any Straddle Period, the portion of Taxes (or any Tax refund or amount credited against any Tax) that are allocable to the portion of the Straddle Period ending at the end of the Closing Date will be (i) shall cause in the case of property Taxes and other Taxes imposed on a periodic basis without regard to income, payroll, gross receipts or sales or use, deemed to be prepared each the amount of such Taxes (or Tax Return refund or amount credited against Tax) for such entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of such Straddle Period ending at the end of the Closing Date and the denominator of which is the number of calendar days in such entire Straddle Period and (ii) shall determine in the portion case of all other Taxes, determined as though the taxable year of the Taxes shown as due on such Tax Return that is allocable to a Acquired Companies terminated at the end of the Closing Date. Any Transaction Deductions shall be reflected in the Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except Period to the extent identified permitted by applicable Law. The Buyer shall cause the Acquired Companies eligible to do so to join Buyer’s U.S. federal consolidated group effective as short-term liabilities in of the Financial Statementsdate following the Closing Date.

Preparation of Tax Returns. The Vendor shall be responsible for preparing and filing, within the times and in the manner prescribed by law (a) The Company shall prepare and timely file or cause subject, however, to be prepared and timely filed filing under any extension), all Tax Returns of the Company required to be filed on or for any Tax period ending prior to the Closing DateDate (which, and for greater certainty, shall timely pay all Taxes include the tax returns due as a result of the acquisition of control of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns as a result of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date this transaction) that are required to be filed after the Closing Date, Date (“Pre-Closing Tax Returns”). The Purchaser agrees to reasonably co-operate with the Vendor’s preparation and the Equityholders shall timely pay the Taxes due with respect to filing of such Pre-Closing Tax Returns, except to if so requested by Vendor. The Vendor shall pay all Taxes owed under the extent identified as shortPre-term liabilities in the Financial StatementsClosing Tax Returns. Such The Purchaser shall be responsible for preparing, filing all Tax Returns shall be prepared in a manner consistent and paying all Taxes of the Company for any Tax period ending on or after the Closing Date (“Post-Closing Tax Returns”). The Vendor agrees to reasonably co-operate (at the Purchaser’s expense) with the prior practices Purchaser’s preparation and filing of such Post-Closing Tax Returns, if so requested by the CompanyPurchaser. The Purchaser shall pay all Taxes owed under the Post-Closing Tax Returns. For the purposes of section 8.05 and this Section 10.01, except as otherwise required “Tax” and "Taxes" shall mean any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by Applicable Law any governmental entity and "Tax Returns" shall mean any and all returns, reports, declarations and elections, filed or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed forin respect of Taxes. The Purchaser shall not (or shall not cause or permit the Company to) amend, by, on behalf refile or otherwise modify any Pre-Closing Tax Returns or any Tax Returns of or with respect the Company that were filed prior to the Closing Date without the prior written consent of the Vendor, which consent may be withheld in Vendor’s sole discretion. The Parties agree that Vendor shall not (and shall not cause the Company) to elect under subsection 256(9) of the Tax Act so that control of the Company after shall be considered to have been acquired on the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company ABB shall at its cost and expense cause the OGP Subsidiaries or Asset Sellers relating to the OGP Business to timely prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company required relating to be filed on such OGP Subsidiaries or prior to the Closing Date, and shall timely pay all Taxes of the Company OGP Business due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date and, where appropriate, shall cause to be included in the consolidated federal Income Tax Returns (and the federal, state, local, canton, provincial or national Income Tax Returns of any jurisdiction in which ABB or any of its Affiliates files consolidated, combined, group or unitary Income Tax Returns) for all periods ending on or before or which include the Closing Date, all items of income, gain, loss, deduction and credit or other items (collectively, “Tax Items”) of the OGP Subsidiaries or Asset Sellers relating to the OGP Business which are required to be included therein. ABB shall provide, or cause to be provided, a copy of state, local and foreign Tax Returns that are required to be filed after by it, the Closing Date, and OGP Subsidiaries or the Equityholders shall timely pay the Taxes due Asset Sellers with respect to such Tax Returnsthe OGP Business under this paragraph, except together with any attachments to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided and attachments relate solely to Buyer at least fifteen the OGP Subsidiaries or the OGP Business, to the Purchaser ten (1510) Business Days business days prior to the due date (including valid extensions) for filing of such Tax Return Returns (taking into account proper extensions). Purchaser may review such Tax Returns and shall be revised in accordance with Buyer’s reasonable provide comments. (b) 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 any of the OGP Subsidiaries or with respect to the OGP Business (other than the Tax Returns described in Section 7.02(a)), ABB shall at its cost and expense timely prepare and file such Tax Return and shall cause to be included in such Tax Return all Tax Items required to be included therein. ABB shall provide, or cause to be provided, a copy of state, local and foreign Tax Returns that are required to be filed by it, the OGP Subsidiaries or the Asset Sellers with respect to the OGP Business under this paragraph, together with any attachments to the extent such Tax Returns and attachments relate solely to the OGP Subsidiaries or the OGP Business, to the Purchaser ten (10) business days prior to the due date for the filing of such Tax Return (taking into account proper extensions). Purchaser may review such Tax Returns and provide comments. An exact copy of a Tax Return relating solely to the OGP Subsidiaries and the OGP Business shall be provided to Purchaser no later than ten (10) business days after such Tax Return is filed. (c) With respect to each Tax Return covering a Straddle Period which that is required to be filed for, by, on behalf of by or with respect to OGP Subsidiaries or Asset Sellers relating to the Company after OGP Business (a “Straddle Period Return”), other than the Closing DateTax Returns described in Section 7.02(a), Buyer (i) Purchaser shall cause such Straddle Period Return to be prepared and shall cause to be prepared each included in such Straddle Period Return all Tax Return and (ii) Items required to be included therein. Purchaser shall determine in accordance with the portion provisions of Section 7.01(b), subject to review and agreement by ABB, the portion, if any, of the Taxes shown as Tax due on with respect to the period covered by such Tax Straddle Period Return that is allocable attributable to a the Pre-Closing Taxable Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at At least ten (10) 60 calendar days prior to the due date (including extensions) of such Straddle Period Return (or, if the financial statements for relevant entities are not available at such time, within 15 days after such statements become available, but in any extension thereofevent no later than 10 days prior to the due date (including extensions) for filing of such Straddle Period Return), Purchaser shall deliver to ABB a copy of such Straddle Period Return along with Purchaser’s calculation (in reasonable detail) of the amount of Tax attributable to the Pre-Closing Taxable Period. After ABB’s review and approval of such Straddle Period Return (which approval shall not be unreasonably withheld or delayed), Purchaser shall cause the OGP Subsidiaries or OGP Purchasers (with respect to the OGP Business) to file timely such Straddle Period Return with the appropriate Taxing Authority and to pay timely the amount of Taxes shown to be due on such Straddle Period Return. (cd) In the case of each Tax Return described in Subject to Section 8.03(b7.01(a), not later than five when a Straddle Period Return is filed, Purchaser shall prepare a statement within ten calendar days of the filing of a Straddle Period Return showing (5i) days before the due date for payment aggregate amount of Taxes allocable to the Pre-Closing Taxable period as calculated by reference to such Straddle Period Return (the “Final Tax Amount”) and (ii) all Final Tax Amounts shown on previously filed Straddle Period Returns, and shall submit such statement to ABB for review and agreement thereupon by the parties hereto. Upon agreement by the parties hereto on the amount of the Final Tax Amount, to the extent the sum of (i) the Final Tax Amount shown on such Straddle Period Return and (ii) all Final Tax Amounts shown on previously filed Straddle Period Returns exceeds the total of the aggregate amount of Taxes previously paid by ABB and Taxes reserved on the Final Effective Date Balance Sheet with respect to all Straddle Periods, ABB shall promptly pay to Purchaser such excess amount. When all Straddle Period Returns have been filed, to the extent that the aggregate amount of Taxes paid by ABB or reserved on the Final Effective Date Balance Sheet is greater than the aggregate of all Final Tax Amounts shown on such Straddle Period Returns, Purchaser shall promptly pay ABB such excess amount. (e) All Tax Returns to be prepared pursuant to this Section 7.02 shall be prepared in a manner consistent with practices followed in prior years except for changes required by Law. (f) None of Purchaser or any Purchaser Affiliate shall (or shall cause or permit any OGP Subsidiary to) amend, refile or otherwise modify any Tax Return relating in whole or in part to any OGP Subsidiary with respect to a Pre-Closing Taxable Period without the prior written consent of ABB, unless required by Law to do so. Notwithstanding anything to the contrary in this Agreement, unless required by Law to do so, ABB shall not amend, refile or otherwise modify, or permit the OGP Subsidiaries or Asset Sellers (relating to the OGP Business) to amend, refile or otherwise modify, any state, local or foreign Tax Return, which relates solely to OGP Subsidiaries or the Equityholders shall pay OGP Business, with respect to Buyer an amount equal taxable periods ending on or prior to the total amount Closing Date, the amendment of Taxes reflected on which (i) would be inconsistent with prior practice and (ii) would materially adversely affect Purchaser, without the Statement consent of Purchaser (which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statementsshall not be unreasonably withheld or delayed).

Preparation of Tax Returns. (ai) The Company Stockholders shall prepare and timely file file, or shall cause to be prepared and timely filed filed, all Tax Returns of the Company that are required to be filed by the Acquired Companies (taking into account any extension properly obtained) on or prior to before the Closing Date, Date and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all income Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed by the Acquired Companies (taking into account any extension properly obtained) after the Closing DateDate (“Stockholder Prepared Returns”), and shall pay, or cause to be paid, all Taxes of the Equityholders shall timely pay Company due on or before the Taxes due Closing Date or with respect to such Stockholder Prepared Returns. All Stockholder Prepared Returns shall be prepared by treating items on such Tax ReturnsReturns in a manner consistent with the past practices of the applicable Acquired Company with respect to such items, except as otherwise required by applicable Law. A reasonable period prior to the extent identified as short-term liabilities filing a Stockholder Prepared Return that is an income or other material Tax Return (which shall be at least twenty (20) days in the Financial Statementscase of any income Tax Return), the Company shall submit a copy of such Tax Return to Parent for Parent’s review and shall make such revisions to such Tax Returns as are reasonably requested by Parent. (ii) Parent shall prepare or cause to be prepared and file or cause to be filed, at the expense of the Company Stockholders, all other Tax Returns with respect to a Pre-Closing Tax Period or Straddle Period (the “Parent Prepared Returns”). Such Tax All such Parent Prepared Returns shall be prepared in a manner consistent with the prior practices of the applicable Acquired Company’s past practice, except as otherwise required by Applicable Law applicable Law. Parent will submit such Parent Prepared Return that is an income or agreed other material Tax Return or shows Unpaid Pre-Closing Taxes to in writing by Buyer the Company Stockholders for review and comment a reasonable period prior to the filing thereof. Any of such Tax Returns Parent Prepared Return (taking into account any validly obtained extensions of time to file), which shall be provided to Buyer at least fifteen twenty (1520) Business Days prior to days in the due date (including valid extensions) for filing such case of any income Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each or, if such income Tax Return covering a Straddle Period which is required to be filed forwithin twenty (20) days after the Agreement Date, by, on behalf as soon as practicable after the Agreement Date); provided that any failure or delay in providing any Parent Prepared Return to the Company Stockholders shall not relieve the Company Stockholders of or any indemnification obligations with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return except to the extent the Company Stockholders are actually prejudiced as a result thereof. Parent will make such revisions to such Tax Returns as are reasonably and (ii) timely requested in writing by the Company Stockholders. The Company Stockholders shall determine the portion of the be responsible for reimbursing Parent for any Unpaid Pre-Closing Taxes shown as due on such Tax Parent Prepared Return that is allocable promptly upon request of Parent (to a the extent such Unpaid Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), Taxes are not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsClosing Indebtedness Amount or Closing Transaction Expenses Amount).

Preparation of Tax Returns. 9.1 At Seller’s cost and expense, Seller shall cause each Group Company to (ai) The Company shall prepare fully and timely file pay (or cause to be prepared so paid on its behalf) all income and timely filed all Tax Returns of the Company required to be filed on other Taxes due and payable by it at or prior to the Closing DateEffective Time, and shall timely pay all Taxes of the Company due (ii) in a manner and on a basis consistent with respect to such Tax Returns. Seller Representative shall prepare past practice, duly and timely file (or cause to be prepared and timely filed filed) with each relevant Tax Authority, all Tax Returns in respect of or with respect the Group Companies and Seller's Group to the Company or its assets or operation for any Tax periods ending on or before the Closing Date extent that same are required to be filed in respect of any accounting period for Tax purposes ending at or prior to the Effective Time. From and after the Closing DateClosing, Purchaser shall provide Seller such information and render Seller such assistance as may reasonably be requested in order to ensure the Equityholders proper and timely completion and filing of such Tax Returns. As of Closing, upon receipt of a completed Tax Return of a Group Company from Seller, Purchaser shall timely pay procure that the Taxes due with respect to relevant Group Company promptly sign such Tax Returns, except pay any Tax shown owing thereon and file these Tax Returns or return such Tax Returns to Seller for filing.. 9.2 Purchaser shall, at its own cost and expense, prepare (or procure the preparation of), in a manner and on a basis consistent with Seller's past practice, and timely and properly file or procure to be filed with each relevant Tax Authority, all Tax Returns in respect of the Group Companies to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is that same are required to be filed for, by, on behalf in respect of or with respect to the Company any accounting period for Tax purposes ending after the Closing Date, Buyer (i) shall cause to be prepared each Effective Time. To the extent that any such Tax Return and (ii) relates to a Straddle Tax Period, Seller shall determine have the portion of the Taxes shown as due on right to review such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten 20 (10twenty) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case thereof. Purchaser shall accept all reasonable comments of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes Seller with respect to such Straddle Tax ReturnPeriod Tax Returns. 9.3 Seller shall cancel any existing authority held by any Representative to Seller to sign Tax Returns on behalf of any Group Company with effect from the Closing Date. 9.4 Unless reasonably required by Law or accounting rules, Seller shall not amend, refile or otherwise modify any Tax election or Tax Return with respect to a Group Company for any period before the Equityholders Effective Time without the prior written consent of Purchaser. 9.5 Unless reasonably required by Law or accounting rules, Purchaser shall pay cause the members of Purchaser's Group (including the Group Companies) not to Buyer an amount equal amend, refile or otherwise modify any Tax election or Tax Return with respect to a Group Company for any period before the total amount Effective Time without the prior written consent of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial StatementsSeller.

Preparation of Tax Returns. [To be reviewed by Seller’s accountants] (a) The Company Seller and Seller Equityholder shall prepare or cause to be prepared all Tax Returns for income of Seller for any closing Tax Period of Seller (including amended Tax Returns) (“Pre-closing Period Returns”). Seller Equityholders shall timely file, or cause to be timely filed, all such Period Returns that are due on or before the Closing Date (giving effect to any extensions thereto). Seller Equityholders, jointly and severally, shall timely file pay, or cause to be paid, all Taxes imposed upon Seller with respect to such Pre-closing Period Returns. (b) Seller Equityholders shall prepare or cause to be prepared and timely filed all provide Buyer with Pre-closing Period Returns that are due after the Closing Date (giving effect to any extensions thereto). Promptly upon the finalization of such Tax Returns and in any case not later than 60 30 days before the last date for timely filing of such Tax Returns (giving effect to any valid extensions thereof), Seller Equityholder shall deliver to Buyer (1) an original of such Tax Return and (2) a check payable to the Company appropriate taxing authority in the amount of any Taxes payable by Seller shown as due thereon in accordance with Article 7.5 hereinabove). Buyer shall cause such Pre-closing Period Returns to be executed by the appropriate officer of Seller and shall file such returns, together with the appropriate payment, if any, on a timely basis. (c) All Tax Returns that Seller Equityholders are required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or in accordance with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns this Section 11.2 shall be prepared in a manner consistent with past practice, and on such Tax Returns no positions shall be taken, elections made, or method adopted that is inconsistent with positions taken, elections made, or methods used in preparing and filing similar Tax Returns in prior periods (including, but not limited to, positions that would have the prior practices effect of deferring income to periods for which Buyer is liable or accelerating deductions to period for which Seller Equityholder is liable). (d) Buyer shall prepare or cause to be prepared all Tax Returns of Seller for any and all Reporting Periods ending on and after the Closing Date. Buyer shall timely file, or cause to be timely filed, all such Tax Returns and Buyer shall timely pay, or cause to be paid, all Taxes imposed upon with respect to such Tax Returns. (e) Buyer shall prepare, or cause to be prepared, all Tax Returns of Seller for any and all Straddle Periods. All Tax Returns for a Straddle Period shall be submitted to Seller Equityholder at least 45 days before the last date for timely filing of such Tax Return (giving effect to any valid extensions thereof), accompanied by a statement calculating in reasonable detail and in accordance with Section 11.2(f) any payments required of Seller Equityholder with respect to the amounts payable by Seller shown as due on such Tax Returns after giving effect to any Tax payments made before the Closing Date. The amount of any Tax payment required of Seller Equityholder under this Section 11.2(e) shall be paid by Seller Equityholder on or before the last date for timely filing such Tax Return (including any valid extensions thereof). (f) With respect to any Straddle Period, Seller Equityholder shall be responsible only for such Taxes imposed upon income of Seller as are allocable to the portion of the CompanyStraddle Period ending on the day before the Closing Date (less any reserve on the Closing Balance Sheet relating to any such Taxes). Buyer shall be responsible for, and shall timely pay, or cause to be paid, all other Taxes with respect to all Straddle Periods. The Tax liabilities for each Straddle Period for Seller shall, except as otherwise required by Applicable Law applicable law, be determined by closing the books and records of Seller as of the Closing Date by treating each such Straddle Period as if it were a separate Reporting Period, and by employing accounting methods that are consistent with those employed in preparing the Tax Returns for Seller in Pre-closing Period Returns and that do not have the effect of distorting income, receipts, or agreed to in writing expenses (taking into account the transactions contemplated by Buyer prior this Agreement), except that (a) transactions occurring on the Closing Date and after the Closing shall be allocated to the filing thereof. Any taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, (b) exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period, and (c) in the case of any Tax imposed upon the ownership or holding of real or personal property, such Taxes shall be prorated based on the percentage of the actual period to which such Taxes relate that precedes the Closing Date (g) All Tax Returns shall that Buyer is required to prepare or cause to be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised prepared in accordance with Buyer’s reasonable commentsthis Section 11.2 shall be prepared in a manner consistent with past practice and, on such Tax Returns, no positions shall be taken, elections made, or method adopted that is inconsistent with positions taken, elections made, or methods used in preparing and filing similar Tax Returns in prior periods (including, but not limited to, positions that would have the effect of accelerating income to periods for which Seller or its Equityholder is liable or deferring deductions to period for which Buyer is liable). (bh) With respect Seller Equityholders shall be entitled to each Tax Return covering a Straddle Period which is required to be filed forany credits, byrebates, on behalf or refunds of or Taxes of Seller payable with respect to any Pre-closing Tax Period of Seller and, with respect to any Straddle Period, the Company portion of the Straddle Period ending on and including the Closing Date. Buyer shall cause the amount of the credits, rebates, or refunds of Taxes to which Seller or its Equityholders are entitled under this Section 11.2(h), but which were received by or credited to Seller after the Closing Date, to be paid to Seller Equityholder (pro rata) within 10 Business Days following such receipt or crediting. Buyer shall send written notice to Seller Equityholder of any such credit, rebate, or refund as soon as possible after Buyer becomes aware of them. (i) Buyer and Seller Equityholder shall cause cooperate with one another with respect to be prepared each Tax matters as more fully set forth in this Section 11. Buyer and Seller Equityholders shall cooperate fully as and to the extent reasonably requested by the other party, at the other party’s expense,-in connection with the filing of Tax Returns pursuant to this Section 11 and any audit, litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request and at the other party’s expense)the provision of records and information that are reasonably relevant to any such Tax Return Return, audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller Equityholder agree (i) to retain all books and records with respect to Tax matters pertinent to the Seller relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller Equityholder, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice before transferring, destroying, or discarding any such books and records and, if the other party so requests, Buyer or Seller Equityholder, as the case may be, shall determine allow the portion of the Taxes shown as due on such Tax Return that is allocable other party to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy take possession of such Tax Return books and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except records to the extent identified as short-term liabilities in the Financial Statementsthey would otherwise be destroyed or discarded.

Preparation of Tax Returns. (a) The Company Seller shall prepare and timely (and in any event within one year following the Closing Date) file (or cause the ▇▇▇▇▇▇ Group to be prepared prepare and timely filed file) all Tax Returns of relating to the Company required to be filed on or ▇▇▇▇▇▇ Group due (including any extension thereof) prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation Date for any Tax taxable periods ending on or before the Closing Date that are and promptly provide evidence of such filing to the Purchaser. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required to be filed after the Closing Dateby Law. The Seller, and the Equityholders ▇▇▇▇▇▇ Group shall timely pay to the appropriate Governmental Authority all Taxes due with respect to such Tax Returns, . (b) The Seller shall prepare (or cause to be prepared) all Tax Returns relating to the ▇▇▇▇▇▇ Group for taxable periods ending on or before the Closing Date due (including any extension thereof) after the Closing Date; it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of the Seller (except to the extent identified as short-term liabilities in reserved for on the Financial StatementsClosing Adjustment Statement). Such Tax Returns shall be prepared in on a manner basis consistent with the those prepared for prior practices of the Company, except as taxable periods unless otherwise required by Applicable Law or agreed to in writing by Buyer prior to Law. The Seller shall provide the filing thereof. Any Purchaser and its authorized representative with a copy of any such completed Tax Returns shall be provided to Buyer Return at least fifteen (15) Business Days 30 days prior to the due date (including valid extensions) any extension thereof), and in any event within one year following the Closing Date, for filing of such Tax Return, and the Purchaser and its authorized representative shall have the right to review and comment on such Tax Return. The Purchaser shall provide any written comments to the Seller not later than 10 days after receiving any such Tax Return and and, if the Purchaser does not provide any written comments with 10 days, the Purchaser shall be revised deemed to have accepted such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return. If the Seller and the Purchaser are unable to resolve any such dispute at least 10 days before the due date (including any extension thereof) for any such Tax Return, the dispute shall be referred to the Independent Accounting Firm for resolution and the fees shall be shared one-half by the Seller and one-half by the Purchaser. If the Independent Accounting Firm is unable to resolve any such dispute prior to the due date (including any extension thereof) for any such Tax Return, such Tax Return shall be filed as prepared by the Purchaser subject to amendment, if necessary, to reflect the resolution of the dispute by the Independent Accounting Firm. (c) The Seller shall prepare and timely file (or cause the ▇▇▇▇▇▇ Group to prepare and timely file) all Tax Returns that relate to the ▇▇▇▇▇▇ Group (respectively) for all Straddle Periods; it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of the Purchaser (including any Taxes reserved for on the Closing Adjustment Statement), except for such Taxes which are the responsibility of the Seller pursuant to Section 7.01 which the Seller shall pay in accordance with Buyer’s reasonable comments. (b) this Article VII. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by Law. With respect to each any Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company ▇▇▇▇▇▇ Group after the Closing DateDate and as to which Taxes are allocable to the Seller under Section 7.01 hereof, Buyer (i) the Seller shall cause to be prepared each provide the Purchaser and its authorized representative with a copy of such completed Tax Return and a statement (iiwith which the Seller will make available supporting schedules and information) shall determine certifying the portion amount of the Taxes Tax shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative pursuant to Section 7.01 at least ten (10) 30 days prior to the due date (including any extension thereof) for filing of such Tax Return. (c) In , and the case of each Purchaser and their authorized representative shall have the right to review and comment on such Tax Return described in Section 8.03(b), and statement prior to the filing of such Tax Return. The Purchaser shall provide any written comments to the Seller not later than five (5) 10 days after receiving any such Tax Return and statement and, if the Purchaser does not provide any written comments with 10 days, the Purchaser shall be deemed to have accepted such Tax Return and statement. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement. If the Seller and the Purchaser are unable to resolve any such dispute at least 10 days before the due date (including any extension thereof) for payment of Taxes with respect any such Tax Return and statement, the dispute shall be referred to the Independent Accounting Firm for resolution and the fees shall be shared one-half by the Seller and one-half by the Purchaser. If the Independent Accounting Firm is unable to resolve any such dispute prior to the due date (including any extension thereof) for any such Tax Return, such Tax Return shall be filed as prepared by the Equityholders shall pay Seller subject to Buyer an amount equal amendment, if necessary, to reflect the total amount of Taxes reflected on the Statement which are the responsibility resolution of the Equityholders under Section 8.01, except to dispute by the extent identified as short-term liabilities in the Financial Statements.Independent Accounting Firm

Preparation of Tax Returns. (a) The Company Following the Closing, Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company required to be filed by the Company (as defined after the Reorganization) after the Closing Date that relate to any taxable period beginning on or before and ending after the Closing Date (each such period a “Straddle Period” and each such Tax Return a “Straddle Period Tax Return”). No later than five Business Days prior to the due date of any Straddle Period Tax Return, Seller shall pay to Purchaser the amount of Taxes that are shown as due on the Straddle Period Tax Return and are attributable to the portion of the applicable Straddle Period ending on the Closing Date, except to the extent that all or a portion of the amount of such Taxes is included in Indebtedness in a manner that results in a reduction in the Closing Purchase Price. Straddle Period Tax Returns shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Seller for Seller’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) not less than fifteen days prior to the due date for the filing of such Tax Return, or, for any Straddle Period Tax Return due to be filed within 15 days after the Closing Date, as soon as practicable after Closing. (b) The Parties agree that the Tax Returns referenced in Section 8.2(a) do not include any Tax Returns of the Company that are filed on a consolidated, affiliated or similar group basis with Seller or other subsidiaries of Seller. Seller shall cause to be timely filed all Tax Returns required to be filed by the Company (including, for the avoidance of doubt and without limitation, as a corporation for U.S. federal (and applicable state and local) income tax purposes before the Reorganization and as a limited liability company after the Reorganization) after the Closing Date that relate to any Pre-Closing Period. Seller shall be responsible for paying all Taxes that are shown or required to be shown as due on any such Tax Return. (c) The Parties agree that if there are state and local income Tax Returns to be filed by the Company (prior to the Reorganization) after Closing that relate to a Pre-Closing Period, Seller shall prepare and file such Tax Returns, and pay any Taxes shown as due on such Tax Returns. -64- (d)Except as otherwise required by applicable Regulations, Purchaser shall not, nor shall it permit or cause any of its Affiliates or the Company, to (i) amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company for any period (or portion thereof) ending on or prior to the Closing Date, and shall timely pay all Taxes (ii) file any Tax Return of the Company due for any period (or portion thereof) ending on or prior to the Closing Date in a jurisdiction in which the Company did not previously file Tax Returns, (iii) voluntarily initiate any contact with any Tax Authority with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods (or portions thereof) ending on or before the Closing Date, or (iv) make any election that has effect to a Tax period that includes the Closing Date that are required or any date prior to be filed after the Closing Date. For the avoidance of doubt, and the Equityholders this Section 8.2(d) shall timely pay the Taxes due with respect not be applicable to such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required any action taken by Applicable Law Purchaser or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause in connection with any Tax proceeding for which Seller fails to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown assume control as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared permitted by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax ReturnSection 8.6. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company Purchaser shall cause TangenX and TangenX Holding to prepare and timely file or cause to be prepared and timely filed all Tax Returns of TangenX and TangenX Holding for Pre-Closing Tax Periods that are due after the Company required Closing Date (collectively, the “Purchaser Prepared Returns”). To the extent that a Purchaser Prepared Return relates solely to be filed a taxable period ending on or prior to before the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative Return shall prepare and timely file or cause to be prepared in accordance with existing procedures, practices, and timely filed all Tax Returns accounting methods of or with respect TangenX, unless otherwise required by Applicable Law. Each Purchaser Prepared Return that relates solely to the Company or its assets or operation for any Tax periods a taxable period ending on or before the Closing Date that are required to shall be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Tax Returns, except submitted to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer Sellers for their review and comment at least fifteen twenty (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (1020) days prior to the due date of such Purchaser Prepared Return (including taking into account extensions). The Purchaser shall consider any extension thereof) for comments of the Sellers in good faith prior to filing such Purchaser Prepared Returns. No failure or delay in the Purchaser providing Purchaser Prepared Returns for the Sellers to review shall reduce or otherwise affect the obligations or Liabilities of the Sellers pursuant to this Agreement. The Sellers shall pay to the Purchaser those Taxes shown on any Purchaser Prepared Return (and with respect to any Tax Return. (cReturns for any Straddle Period allocated to the Sellers in a manner consistent with Section 5.3(b)) In the case of each Tax Return described in Section 8.03(b), not no later than five (5) days before the due date for payment of Taxes Purchaser is required to file such Purchaser Prepared Returns with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01applicable Governmental Body (taking into account any extensions timely filed by TangenX), except to the extent the amount of any such Taxes was included as Indebtedness of TangenX, as finally determined. The Liabilities of TangenX identified as shorton paragraphs (i), (ii), (iii) and (v) of Appendix G shall be deemed for Tax purposes to have been paid by TangenX prior to the Closing and any and all Tax deductions for the full amount of such payments shall be attributed to the Pre-term liabilities in Closing Period to the Financial Statementsextent permitted by Applicable Law.

Preparation of Tax Returns. (ai) The Company Seller shall prepare and timely file prepare, or cause to be prepared and timely filed prepared, all Tax Returns of for the Company required to be filed on or prior to the Closing Date, and shall timely pay for all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed (a “Pre-Closing Tax Period”) with an initial due date after the Closing DateDate (each, and the Equityholders shall timely pay the Taxes due with respect to such a “Pre-Closing Tax Returns, except to the extent identified as shortReturn”). All Pre-term liabilities in the Financial Statements. Such Closing Tax Returns shall be prepared in a manner consistent with the prior practices past practice of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer . At least 30 days prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such on which any Pre-Closing Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for(taking into account any valid extensions), by, on behalf of or with respect the Seller shall submit such Pre-Closing Tax Return to the Buyer for the Buyer’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Buyer shall provide written notice to the Seller of its disagreement with any items in such Pre-Closing Tax Return within ten Business Days of its receipt of such Pre-Closing Tax Return, and if the Buyer fails to provide such notice, such Pre-Closing Tax Return shall become final and binding upon the parties hereto, and the Buyer shall file, or cause to be filed, such Pre-Closing Tax Return as prepared by the Seller. If the Buyer and the Seller are unable to resolve any dispute regarding any Pre-Closing Tax Return within five Business Days after the Buyer delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 9.5. The Seller shall pay or cause to be paid, when due, all Taxes required to be paid with or in respect of all Pre-Closing Tax Returns. (ii) The Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns for the Company for all Tax periods that begin on or before and end after the Closing DateDate (such Tax period, Buyer (i) shall cause to be prepared a “Straddle Period” and each such Tax Return and (ii) Return, a “Straddle Period Tax Return”). Except as otherwise required by applicable Law, all Straddle Period Tax Returns shall determine be prepared consistent with the portion past practice of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by BuyerCompany. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at At least ten (10) 30 days prior to the due date (including on which any extension thereof) for filing such Tax Return. (c) In the case of each Straddle Period Tax Return described in Section 8.03(bis required to be filed (taking into account any valid extensions), the Buyer shall submit such Straddle Period Tax Return to the Seller for the Seller’s approval, which approval shall not later than five (5) days before be unreasonably withheld, conditioned or delayed. The Seller shall provide written notice to the due date for payment Buyer of Taxes its disagreement with respect to any items in such Straddle Period Tax Return within ten Business Days of its receipt of such Straddle Period Tax Return, and if the Equityholders Seller fails to provide such notice, such Straddle Period Tax Return shall pay become final and binding upon the parties hereto, and the Buyer shall file, or cause to be filed, such Straddle Period Tax Return. If the Buyer an amount equal and the Seller are unable to resolve any dispute regarding any Straddle Period Tax Return within five days after the total amount Seller delivers such notice of Taxes reflected on disagreement, then the Statement which are dispute will be finally and conclusively resolved by the responsibility of Accountants in accordance with the Equityholders under dispute resolution procedure set forth in Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.9.5. -22-

Preparation of Tax Returns. (ai) The Company Seller shall prepare and timely file prepare, or cause to be prepared and timely filed prepared, all Tax Returns of for the Company required to be filed on or prior to the Closing Date, and shall timely pay for all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed (a “Pre-Closing Tax Period”) with an initial due date after the Closing DateDate (each, and the Equityholders shall timely pay the Taxes due with respect to such a “Pre-Closing Tax Returns, except to the extent identified as shortReturn”). All Pre-term liabilities in the Financial Statements. Such Closing Tax Returns shall be prepared in a manner consistent with the prior practices past practice of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer . At least 30 days prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such on which any Pre-Closing Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for(taking into account any valid extensions), by, on behalf of or with respect the Seller shall submit such Pre-Closing Tax Return to the Buyer for the Buyer’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Buyer shall provide written notice to the Seller of its disagreement with any items in such Pre-Closing Tax Return within ten Business Days of its receipt of such Pre-Closing Tax Return, and if the Buyer fails to provide such notice, such Pre-Closing Tax Return shall become final and binding upon the parties hereto, and the Buyer shall file, or cause to be filed, such Pre-Closing Tax Return as prepared by the Seller. If the Buyer and the Seller are unable to resolve any dispute regarding any Pre-Closing Tax Return within five Business Days after the Buyer delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 9.5. The Seller shall pay or cause to be paid, when due, all Taxes required to be paid with or in respect of all Pre-Closing Tax Returns. (ii) The Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns for the Company for all Tax periods that begin on or before and end after the Closing DateDate (such Tax period, Buyer (i) shall cause to be prepared a “Straddle Period” and each such Tax Return and (ii) Return, a “Straddle Period Tax Return”). Except as otherwise required by applicable Law, all Straddle Period Tax Returns shall determine be prepared consistent with the portion past practice of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by BuyerCompany. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at At least ten (10) 30 days prior to the due date (including on which any extension thereof) for filing such Tax Return. (c) In the case of each Straddle Period Tax Return described in Section 8.03(bis required to be filed (taking into account any valid extensions), the Buyer shall submit such Straddle Period Tax Return to the Seller for the Seller’s approval, which approval shall not later than five (5) days before be unreasonably withheld, conditioned or delayed. The Seller shall provide written notice to the due date for payment Buyer of Taxes its disagreement with respect to any items in such Straddle Period Tax Return within ten Business Days of its receipt of such Straddle Period Tax Return, and if the Equityholders Seller fails to provide such notice, such Straddle Period Tax Return shall pay become final and binding upon the parties hereto, and the Buyer shall file, or cause to be filed, such Straddle Period Tax Return. If the Buyer an amount equal and the Seller are unable to resolve any dispute regarding any Straddle Period Tax Return within five days after the total amount Seller delivers such notice of Taxes reflected on disagreement, then the Statement which are dispute will be finally and conclusively resolved by the responsibility of Accountants in accordance with the Equityholders under dispute resolution procedure set forth in Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements9.5.

Preparation of Tax Returns. (a) The Company Airborne shall cause ABX to join, for any Pre-Effective Taxable Period for which ABX is required to do so, and may cause ABX to join for any such period or return for which ABX is eligible but not required to do so, in all federal, state or local consolidated combined or unitary Tax Returns of the Airborne Consolidated Group. Airborne shall prepare and timely file all such federal, state or cause to be prepared and timely filed all local consolidated combined or unitary Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative . (b) Airborne shall prepare and timely file (or cause to be prepared prepared) and ABX shall timely filed all file (or cause to be timely filed) any Tax Returns of or with respect Return relating to the Company or its assets or operation ABX for any Tax periods ending on or before the Closing Date Pre-Effective Taxable Period that are is required to be filed after the Closing Date, and Effective Date other than those required to be filed by Airborne pursuant to the Equityholders preceding clause (a) above. ABX shall timely not be responsible to pay the any Taxes due with respect to such Tax ReturnsReturn. Instead, except Airborne shall pay to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer ABX two (2) business days prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing of such Tax Return the amount due on such Tax Return, and ABX shall be revised in accordance with Buyer’s reasonable commentstimely pay such amount to the Governmental Authority imposing the Tax. (bc) With respect to each ABX shall prepare and file any Tax Return covering relating to ABX for any Straddle Period. ABX shall provide a Straddle Period which is required to be filed for, by, on behalf copy of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable any supporting schedules to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative Airborne at least ten thirty (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (530) days before the due date such Return is to be filed by ABX for payment of Airborne' review and approval. ABX shall pay all Taxes with respect to such Tax Return, the Equityholders except that Airborne shall pay to Buyer an amount equal ABX two (2) days prior to the total filing of a Tax Return with respect to a Straddle Period the amount of Taxes reflected due on the Statement which are such Return that is the responsibility of the Equityholders under Airborne pursuant to Section 8.01, except 2.1. (d) All returns and schedules prepared pursuant to the extent identified as short-term liabilities this Section 2.2 shall be prepared on a basis consistent with those prepared for prior Tax years unless a different treatment of any item is required by an intervening change in law. ABX may make any necessary changes in the Financial Statementsfiling of Tax Returns with respect to Post-Effective Taxable Periods provided that no such change results in any tax detriment to Airborne or other members of the Airborne Consolidated Group. (e) ABX shall not file any amended Tax Returns with respect to ABX for any Pre-Effective Taxable Period of ABX without Airborne's consent.

Preparation of Tax Returns. (ai) The Company shall Intermediate shall, or at the option of Topco, Topco shall, at the cost and expense of the VS Companies, prepare and timely file file, or cause to be prepared and timely filed filed, all Flow-Thru Tax Returns of the Company required VS Companies that solely relate to be filed any tax periods ending on or prior to the Closing Date, Date and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the Taxes due with respect to such Date (“Pre-Closing Flow-Thru Tax Returns, except to the extent identified as short”). Any such Pre-term liabilities in the Financial Statements. Such Closing Flow-Thru Tax Returns shall be prepared in a manner consistent with the prior past practices of the VS Companies, except as required by applicable Law or set forth herein. Unless Topco elects to prepare any such Pre-Closing Flow-Thru Tax Returns, at least twenty (20) days prior to the filing of any such Pre-Closing Flow-Thru Tax Return, a draft copy of such Pre-Closing Flow-Thru Tax Return shall be delivered to Topco for its review and approval. If Topco elects to prepare any such Pre-Closing Flow-Thru Tax Returns, at least twenty (20) days prior to the filing of any such Pre-Closing Flow-Thru Tax Return, Topco shall deliver a draft of such Pre-Closing Flow-Thru Tax Return to VS PubCo and consider in good faith any reasonable comments provided by VS PubCo. (ii) Intermediate shall prepare and file, or cause to be prepared and filed, all Flow-Thru Tax Returns of the VS Companies for Straddle Periods (“Straddle Period Flow-Thru Tax Returns”). Any such Straddle Period Flow-Thru Tax Returns shall be prepared in a manner consistent with the past practices of the VS Companies, except as required by applicable Law or set forth herein. At least twenty (20) days prior to the filing of any such Straddle Period Flow-Thru Tax Return, a draft copy of such Straddle Period Flow-Thru Tax Return shall be delivered to Topco for its review and comment, and Intermediate shall incorporate any reasonable comments provided by Topco prior to the filing of such Straddle Period Flow-Thru Tax Return. (iii) Intermediate shall take all actions necessary or advisable to ensure that Intermediate (and, to the extent provided for in the Tax Receivable Agreement, any of its Subsidiaries that is treated as a partnership for applicable Tax purposes) will have made a valid election pursuant to Section 754 of the Code (and elections available under similar provisions of state or local Law) that is effective for the taxable period that includes the Closing Date. Determinations with respect to the allocation of taxable items of any VS Company that are to be made as a result of the transfer of interests in Intermediate made in connection with the Transactions shall be made under Section 706 of the Code utilizing the “interim closing method” described in Treasury Regulation 1.706-4 under the monthly convention. All deductions triggered in connection with the Transactions shall be reported on income Tax Returns of the VS Companies as attributable to Pre-Closing Tax Periods to the extent there is a reasonable basis for such position under applicable law. (iv) Unless otherwise required by applicable Law, with respect to any such matter that could reasonably be expected to result in any Tax liability for which Topco, Intermediate or any of their beneficial owners could be responsible, without the prior written consent of Topco (not to be unreasonably withheld, conditioned, or delayed), VS PubCo shall not, and shall not permit any of its Affiliates to file (other than in accordance with Section 7.3(a)(i)), re-file, or amend any Flow-Thru Tax Return of the VS Companies with respect to any taxable period beginning prior to the Closing Date, or make any Tax election that would have retroactive effect with respect to any taxable period beginning prior to the Closing Date. With respect to any taxable period that includes or begins after the Closing Date, VS PubCo agrees (i) that it will not take (and that it will cause its Affiliates not to take) any position with respect to any Tax Return, refund claim, or other document filed with any Tax authority, in any Tax information statement delivered to its stockholders, or in connection with an audit of VS PubCo’s Tax Returns; and (ii) that it will not make any other written filing, disclosure, or communication to or with any other Person (any action described in clauses (i) and (ii), a “VS PubCo Tax Position”) that is inconsistent with (or reasonably could be expected to provide a basis for taking a position inconsistent with) the positions taken by any VS Company (or any Subsidiary of a VS Company) on income Tax Returns or Schedules K-1 or with respect to Tax Matters, in each case, filed by the VS Companies or disclosed to VS PubCo (any such position taken by any VS Company or any Subsidiary of a VS Company, an “Applicable Tax Position”) or reasonably could be expected to suggest that the Tax Return positions reflected in any Applicable Tax Position is or may be incorrect, unless VS PubCo gives prior written notice to Topco and the VS Companies of any such VS PubCo Tax Position, considers the Applicable Tax Position in good faith, and discusses any such VS PubCo Tax Position (including the basis for such VS PubCo Tax Position) in good faith with Topco and the VS Companies. (v) The parties acknowledge and agree that the Merger is intended to be treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal (and applicable state and local) income Tax purposes, and each party shall, and shall cause its respective Affiliates to, use reasonable best efforts to cause the Merger to so qualify and file all Tax Returns consistent with, and take no position inconsistent with, such treatment, except as otherwise required by Applicable applicable Law or agreed pursuant to in writing by Buyer prior to a final “determination” within the filing thereofmeaning of Section 1313(a) of the Code. Any such Tax Returns shall be provided to Buyer at least fifteen (15The parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable comments1.368-3(a). (bvi) With respect To the extent any opinion relating to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or matters with respect to Horizon (or its pre-Closing shareholders) is requested by the Company after SEC in connection with the Closing DateProxy Statement/Registration Statement, Buyer the parties hereby acknowledge and agree that legal counsel to Horizon shall deliver any such opinion (and, for the avoidance of doubt, legal counsel to the VS Companies shall not be obligated to deliver any such opinion). In furtherance of the foregoing, each party shall, and shall cause its respective Affiliates, to (i) shall cause cooperate in order to be prepared each facilitate the issuance of any such Tax Return opinion and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable deliver to a Pre-Closing Period, which determination shall be set forth in a statement ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto or other applicable legal counsel to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(bHorizon), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Returnin each case, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified requested by such counsel, a duly executed certificate dated as short-term liabilities in of the Financial Statementsdate requested by such counsel, containing such representations, warranties and covenants as shall be reasonably necessary or appropriate to enable such counsel to render any such opinion.

Preparation of Tax Returns. (ai) The Company Sellers’ Representative shall prepare timely prepare, or shall cause to be prepared, all income Tax Returns of TopCo with respect to any Pre-Closing Tax Period that are filed after the Closing Date (the “Seller Prepared Tax Returns”). All such Seller Prepared Tax Returns shall be prepared at the cost and timely expense of the Sellers’ Representative (for the benefit of the TopCo Sellers) and in a manner consistent with past practice and this Agreement, except as otherwise required by Applicable Laws. The Sellers’ Representative shall deliver a draft of such Seller Prepared Tax Returns (together with any related workpapers, formulary apportionment calculations and supporting materials) to Buyer for its review and comment not less than thirty (30) days prior to the date on which such Seller Prepared Tax Returns are due to be filed (taking into account any applicable extensions). Within fifteen (15) days following Buyer’s receipt of any Seller Prepared Tax Return, Buyer shall notify the Sellers’ Representative in writing with any comments to such Seller Prepared Tax Return. The Sellers’ Representative shall consider any such reasonable comments of Buyer with respect to such Seller Prepared Tax Returns in good faith and Buyer shall file or cause to be prepared and timely filed all such Seller Prepared Tax Returns of the Company required to be filed on or prior to the Closing Date, and Return. (ii) Buyer shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file file, or shall cause to be prepared and timely filed filed, all Tax Returns of or with respect to TopCo for the Company or its assets or operation for any Pre-Closing Tax periods ending on or before Periods and Straddle Periods due after the Closing Date that are required not Seller Prepared Tax Returns (the “Buyer Prepared Tax Returns”). The cost and expense of such preparation and filing with respect to Buyer Prepared Tax Returns for Pre-Closing Tax Periods shall be filed borne by the Sellers’ Representative (for the benefit of the TopCo Sellers) and the cost and expense of such preparation and filing with respect to Buyer Prepared Tax Returns for Straddle Periods shall be equitably apportioned between Buyer, on the one hand, and the Sellers’ Representative (for the benefit of the TopCo Sellers), on the other hand, based on the number of days in such Straddle Period occurring prior to or on the Closing Date and the number of days in such Straddle Period occurring after the Closing Date, . Schedule 8.1(b) sets forth a complete and correct list of the Equityholders shall timely pay the Taxes due with respect to such Buyer Prepared Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such All Buyer Prepared Tax Returns shall be prepared in a manner consistent with the prior practices of the Companypast practice and this Agreement, except as unless otherwise required by Applicable Law Laws. Buyer shall deliver a draft of any income or agreed other material Buyer Prepared Tax Returns to the Sellers’ Representative for its review and comment as soon as reasonably practicable (which, in writing by Buyer the case of income Tax Returns, shall be not less than thirty (30) days) prior to the filing thereof. Any date on which such Buyer Prepared Tax Returns are due to be filed (taking into account any applicable extensions). As soon as reasonably practicable (which, in the case of income Tax Returns, shall be provided to Buyer at least within fifteen (15) Business Days prior days) following the Sellers’ Representative’s receipt of any such Buyer Prepared Tax Return, the Sellers’ Representative shall notify Buyer in writing with any comments to such Buyer Prepared Tax Return. To the extent such comments relate to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, Buyer shall consider such reasonable comments of the Sellers’ Representative with respect to such Buyer Prepared Tax Returns in good faith. Notwithstanding anything herein to the due date (including valid extensions) contrary, and for filing such the avoidance of doubt, Buyer shall not be required to provide any U.S. federal consolidated income Tax Return and shall be revised in accordance with Buyer’s reasonable comments. (bor any combined, consolidated, unified or similar income Tax Return) With respect to each Tax Return covering a Straddle Period which is required to be filed forby Buyer or any of its Affiliates as the “common parent” of an “affiliated group” (within the meaning of Section 1504 of the Code or any similar or analogous provision of applicable income Tax law), byor any portion thereof, in any form or manner whatsoever to any other Person pursuant to this Agreement, and in no event shall the Sellers’ Representative have any right to review or comment on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each any such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including or any extension thereof) for filing such Tax Returnposition taken therein. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (a) The Company shall Sellers will prepare and timely file (or cause to be prepared and filed) in a timely filed all manner the Income Tax Returns of the Company required to be filed on or prior by the Company (after giving effect to any valid extensions of the due date for filing any such Income Tax Returns) for any Pre-Closing Date, and shall Periods. Sellers will timely pay (or cause to be timely paid) all Income Taxes of the Company shown as due with respect to and owing on all such Income Tax Returns. Seller Representative shall . (b) Buyer will prepare and timely file (or cause to be prepared and filed) in a timely filed all manner the Income Tax Returns of the Company for any Straddle Period; provided, however, that Buyer shall submit such Income Tax Returns to Sellers’ Agent with a proposed allocation of the Income Taxes in which Sellers are responsible pursuant to Section 7.1 with respect to such Straddle Period (the “Sellers’ Straddle Period Allocation”), for review and approval, at least 45 days prior to the filing date (after giving effect to any valid extensions). Buyer will be responsible to pay (or cause to be paid) all Income Taxes shown as due and owing by the Company on all such Income Tax Returns. Within 15 days after receipt of the Income Tax Returns relating to a Straddle Period, Sellers’ Agent shall deliver to Buyer written notice of any disagreement with respect to the Company Income Tax Returns or its assets the calculation of the Sellers’ Straddle Period Allocation. Buyer and Sellers shall attempt to resolve any disputes with respect to such Income Tax Returns or operation calculations; provided that if they are unable to do so within 15 days after delivery of notice of the disagreement, such disputed items shall be submitted to the Independent Accountant for any Tax periods ending final determination, which determination shall be binding upon Buyer and Sellers. Sellers shall pay to Buyer on or before the Closing Date date which is the later of three business days before the due date of the final Income Tax Return for the Straddle Period (after giving effect to any valid extensions), or five days after the final determination by the Independent Accountant, the amount of the Income Tax liability for the Straddle Period that Sellers are responsible for as determined in Section 7.1 and this Section 7.4(b). Except as otherwise provided in this Section 7.4, Buyer will also prepare and file, or cause to be prepared and filed, any and all other Tax Returns required to be filed after by the Closing Date, Company. Buyer will be responsible to pay (or cause to be paid) all Taxes shown as due and owing by the Equityholders shall timely pay the Taxes due with respect to Company on all such Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements. Such All Tax Returns shall be prepared in a manner consistent with the prior past practices of the CompanyCompany and Sellers, except as unless otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided to Buyer at least fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with Buyer’s reasonable commentsapplicable law. (b) With respect to each Tax Return covering a Straddle Period which is required to be filed for, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such Tax Return and (ii) shall determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, the Equityholders shall pay to Buyer an amount equal to the total amount of Taxes reflected on the Statement which are the responsibility of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statements.

Preparation of Tax Returns. (ai) The Company Sellers’ Representative shall prepare and timely file prepare, or shall cause to be prepared and timely filed prepared, all income Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due TopCo with respect to such any Pre-Closing Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect to the Company or its assets or operation for any Tax periods ending on or before the Closing Date Period that are required to be filed after the Closing Date, and Date (the Equityholders shall timely pay the Taxes due with respect to such “Seller Prepared Tax Returns, except to the extent identified as short-term liabilities in the Financial Statements”). Such All such Seller Prepared Tax Returns shall be prepared at the cost and expense of the Sellers’ Representative (for the benefit of the TopCo Sellers) and in a manner consistent with the prior practices of the Companypast practice and this Agreement, except as otherwise required by Applicable Law or agreed Laws. The Sellers’ Representative shall deliver a draft of such Seller Prepared Tax Returns (together with any related workpapers, formulary apportionment calculations and supporting materials) to in writing by Buyer for its review and comment not less than thirty (30) days prior to the filing thereof. Any date on which such Seller Prepared Tax Returns shall are due to be provided to Buyer at least filed (taking into account any applicable extensions). Within fifteen (15) Business Days prior to the due date (including valid extensions) for filing such Tax Return and shall be revised in accordance with days following Buyer’s receipt of any Seller Prepared Tax Return, Buyer shall notify the Sellers’ Representative in writing with any comments to such Seller Prepared Tax Return. The Sellers’ Representative shall consider any such reasonable commentscomments of Buyer with respect to such Seller Prepared Tax Returns in good faith and Buyer shall file or cause to be filed such Seller Prepared Tax Return. (bii) With respect to each Tax Return covering a Straddle Period which is required to be filed forBuyer shall timely prepare and file, by, on behalf of or with respect to the Company after the Closing Date, Buyer (i) shall cause to be prepared each such and filed, all Tax Return and (ii) shall determine Returns of TopCo for the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Period, which determination shall be set forth in a statement Tax Periods and Straddle Periods due after the Closing Date that are not Seller Prepared Tax Returns (the “StatementBuyer Prepared Tax Returns”) prepared by Buyer). Buyer shall provide a copy The cost and expense of such Tax Return preparation and the Statement related thereto to the Seller Representative at least ten (10) days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to Buyer Prepared Tax Returns for Pre-Closing Tax Periods shall be borne by the Sellers’ Representative (for the benefit of the TopCo Sellers) and the cost and expense of such Tax Return, the Equityholders shall pay preparation and filing with respect to Buyer an amount equal to the total amount of Taxes reflected Prepared Tax Returns for Straddle Periods shall be equitably apportioned between Buyer, on the Statement which are one hand, and the responsibility Sellers’ Representative (for the benefit of the Equityholders under Section 8.01TopCo Sellers), except on the other hand, based on the number of days in such Straddle Period occurring prior to or on the extent identified as short-term liabilities Closing Date and the number of days in such Straddle Period occurring after the Financial Statements.Closing Date. Schedule 8.1(b) sets forth a complete and correct list of the

Preparation of Tax Returns. (a) The Company Sellers shall prepare and timely file (or cause the Learning Entities to be prepare and file), on a basis consistent with those prepared and timely filed for prior taxable periods unless a different treatment of any item is required by applicable Law, all Tax Returns of the Company required to be filed on or prior to the Closing Date, and shall timely pay all Taxes of the Company due with respect to such Tax Returns. Seller Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of or with respect extent relating to the Company or its assets or operation Learning Entities and the Purchased Assets for any Tax taxable periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Equityholders shall timely pay the it being understood that all Taxes due with and payable in respect to of such Tax Returns, except Return shall be the responsibility of the Sellers. The Sellers shall provide to the extent identified as short-term liabilities in the Financial Statements. Such Tax Returns shall be prepared in a manner consistent with the prior practices Purchaser copies of the Company, except as otherwise required by Applicable Law or agreed to in writing by Buyer prior to the filing thereof. Any such Tax Returns shall be provided that relate solely to Buyer the Learning Entities or the Purchased Assets at least fifteen (15) Business Days 30 days prior to the due date (including any valid extensionsextension thereof) for filing such Tax Return Returns, and the Purchaser shall be revised in accordance with Buyer’s reasonable commentshave the right to review and comment on such Tax Returns. (b) With respect The Purchaser shall prepare and file (or cause the Learning Entities to each prepare and file) all Tax Return covering a Straddle Period which is required Returns that relate to be filed for, by, on behalf of any Learning Entity or with respect to the Company Purchased Assets for taxable periods ending after the Closing Date, Buyer (i) it being understood that all Taxes due and payable in respect of such Tax Returns shall cause be the responsibility of the Purchaser, except for such Taxes which are the responsibility of TCDI pursuant to Section 7.01 which TCDI shall pay in accordance with this Article VII. With respect to Straddle Periods, such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by applicable Law. With respect to any Tax Return required to be prepared each filed with respect to any Learning Entity or the Purchased Assets after the Closing Date and as to which the Taxes due (or a portion thereof) are Excluded Taxes, the Purchaser shall provide TCDI and its authorized representative with a copy of such completed Tax Return and a statement (iiwith which the Purchaser will make available supporting schedules and information) shall determine certifying the portion amount of the Taxes Tax shown as due on such Tax Return that is allocable included in Excluded Taxes pursuant to a Pre-Closing Period, which determination shall be set forth in a statement (“Statement”) prepared by Buyer. Buyer shall provide a copy of such Tax Return and the Statement related thereto to the Seller Representative Section 7.01 at least ten (10) 30 days prior to the due date (including any extension thereof) for filing such Tax Return. (c) In the case of each Tax Return described in Section 8.03(b), not later than five (5) days before the due date for payment of Taxes with respect to such Tax Return, and TCDI and its authorized representative shall have the Equityholders shall pay right to Buyer an amount equal review and comment on such Tax Return and statement prior to the total amount filing of Taxes reflected on such Tax Return. The Sellers, TCDI and the Statement which are the responsibility Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the Equityholders under Section 8.01, except to the extent identified as short-term liabilities in the Financial Statementsreview of such Tax Return and statement by TCDI or its authorized representative.