Common use of Preparation of Tax Returns Clause in Contracts

Preparation of Tax Returns. (a) Buyer and Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer The Managing Member shall be responsible for the preparation and Sellers agree timely filing of all tax returns required to furnish be filed by the Company, including arranging for the preparation of such tax return by an accounting firm or other qualified adviser; provided, however, that prior to filing the Company’s Internal Revenue Service Form 1065, any material foreign, state or local income tax return of the Company, or any material franchise tax return of the Company, the Managing Member shall submit such tax return no less than thirty (30) days prior to its due date to GE for its review, and shall not file or cause to be furnished filed any such tax return with the applicable taxing authority without the consent of GE, which consent shall not be unreasonably withheld or delayed. GE may object to the filing of such tax return by delivering a written notice to the Managing Member within ten (10) days of receipt of such tax return from the Company. Such written notice shall specify the item or items included in the tax return disputed by GE. After delivery of such written notice, GE and the Managing Member shall use commercially reasonable efforts to resolve the dispute. If GE and the Managing Member are unable to resolve such dispute within five days, the disputed item or items shall be resolved using the procedures set forth in the Tax Matters Agreement. If GE does not object to the filing of such tax return within ten (10) days of receipt of such tax return from the Managing Member, GE shall be deemed to have consented to the filing of such tax return by the Managing Member. The cost of such preparation and filing shall be borne by the Company. (b) Except as explicitly set forth in this Agreement, the Managing Member shall make any decisions with respect to tax elections or other decisions relating to taxes of the Company; provided, however, that in the case of any election that could reasonably be expected to have an adverse effect on the GE Group Members that is material and disproportionate as to its effect on the GE Group Members (as compared to its effect on the Newco Group Members), such election shall not be made without the consent of GE, which consent shall not be unreasonably withheld or delayed. The Managing Member shall cause the Company to furnish to each other, upon request, Member (i) as promptly soon as practicable, reasonably practicable after the close of each Fiscal Year such information and assistance relating to concerning the Company as is reasonably necessary required for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority such Member’s income tax returns and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to as soon as reasonably practicable after the close of each of the Company’s first three fiscal quarters of each Fiscal Year, in each case attributable such information concerning the Company as is reasonably required to periods beginning on or after enable the Closing Date; Member to calculate and pay estimated taxes, and (iii) all real property Taxesinformation (including without limitation a Schedule K-1 and any comparable foreign, personal property Taxes state and similar ad valorem obligations levied with respect local tax forms) as shall be necessary to enable each Member to prepare its income tax returns and shall provide such information no later than five Business Days after the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as filing of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other PartyCompany’s portion of any Apportioned Obligations)appropriate tax returns. (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer The Managing Member shall be responsible for the preparation and Sellers agree timely filing of all tax returns required to be filed by the Company, including arranging for the preparation of such tax return by an accounting firm or other qualified adviser. The cost of such preparation and filing shall be borne by the Company. (b) Except as explicitly set forth in this Agreement, the Managing Member shall make any decisions with respect to tax elections or other decisions relating to taxes of the Company; provided that the Managing Member shall ensure that, effective with respect to the first Exchange (as defined in the Exchange Agreement) and continuing throughout the term of this Agreement, the Company and any of its eligible Subsidiaries will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law); and provided, further, however, that in the case of any election that could reasonably be expected to have an adverse effect on Impala that is material and disproportionate as to its effect on Impala (as compared to its effect on Parent), such election shall not be made without the consent of Impala, which consent shall not be unreasonably withheld or delayed. The Managing Member shall cause the Company to furnish or cause to be furnished to each other, upon request, Member (i) as promptly soon as practicable, reasonably practicable after the close of each Fiscal Year such information and assistance relating to concerning the Company as is reasonably necessary required for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority such Member’s income tax returns and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to as soon as reasonably practicable after the close of each of the Company’s first three fiscal quarters of each Fiscal Year, in each case attributable such information concerning the Company as is reasonably required to periods beginning on or after enable the Closing Date; Member to calculate and pay estimated taxes, and (iii) all real property Taxesinformation (including a Schedule K-1 and any comparable foreign, personal property Taxes state and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one handlocal tax forms, and Buyerbook and tax basis information for the Company’s assets sufficient to allow such Member to satisfy its own obligations and make its own computations, on the other handallocations and adjustments under Sections 704(b), as 704(c) and 754 of the Closing Date based on the number of days of Code) as shall be necessary to enable each Member to prepare its income tax returns and shall provide such taxable period on or prior to the Closing Date and the number of days of such taxable period information no later than five Business Days after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part filing of the other PartyCompany’s portion of any Apportioned Obligations)appropriate tax returns. (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer The Cinemex Companies and Symphony shall, and Sellers agree to furnish shall cause the Cinemex Companies and Symphony to, prepare and timely file or cause to be furnished to each otherprepared and timely filed in a manner consistent with past practice, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns of, with respect to, or including the Cinemex Companies and/or Symphony that are required to be filed (taking into account extensions) on or before the Closing Date. Sellers shall timely pay or cause to be timely paid by the Cinemex Companies and the making of any election related Symphony all Taxes shown as due, or required to Taxesbe shown as due, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all on such Tax Returns, schedules and work papers and all material records . Sellers shall be entitled to receive any refund or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which credit reflected on such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning is not received on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) before the Closing Date (collectively, the a “Apportioned ObligationsPending Refund”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand), as of described in Section 11.3(e). (b) Buyers shall cause the Closing Date based on the number of days of Cinemex Companies and Symphony to prepare and file all Tax Returns required to be filed by or with respect to such taxable period Cinemex Companies and/or Symphony for all Taxable Periods that (x) begin on or after January 1, 2008 and prior to the Closing Date and the number of days of such taxable period (y) end on, before or after the Closing Date (it being understood that including Tax Returns for Straddle Periods), which Tax Returns have due dates (xtaking into account extensions) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date (the “Post-Closing Returns”). To the extent that the parties have agreed to the Tax treatment of specific items (including the provisions of this Agreement), such Post-Closing Returns will be prepared consistent with such agreement between the parties and otherwise in a manner consistent with Tax Returns filed by the Cinemex Companies and Symphony prior to the Closing Date, unless otherwise required by applicable Legal Requirements. Sellers shall cooperate with Buyers and the Cinemex Companies and Symphony in the relevant assessment periodpreparation of Post-Closing Returns and shall provide assistance as reasonably requested by Buyers. In the case of a Post-Closing Return required to be filed in Mexico by the Cinemex Companies and/or Symphony, including any Tax Return for Mexican Income Tax filed on a consolidated basis for or including the Cinemex Companies (“Mexican Consolidated Income Tax Return”), and any Tax Return for IETU or Mexican VAT required and/or permitted to be filed under Mexican Legal Requirements (za “Mexican Post-Closing Return”), Buyers shall use a person acceptable to Sellers, which may be ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) if he is available on terms reasonably acceptable to Buyers, to prepare such Mexican Post-Closing Return. Buyers will provide Sellers with access to the books and records of the Cinemex Companies and Symphony to the extent reasonably relevant to the preparation and review of any Post-Closing Return. Buyers shall cause Cinemex Companies and Symphony to provide each Party Post-Closing Return to Sellers at least twenty (20) days prior to filing such Post-Closing Return for Sellers’ review and comment. Such Post-Closing Return shall be entitled final and binding on the parties unless either Sellers or Buyers deliver to reimbursement for the payment other a Notice of any part Objection within twenty (20) days after delivery of the other Party’s portion Post-Closing Return to Sellers. Buyers and Sellers shall utilize the procedures set forth in Section 2.3(c) to settle any disputed item included in a Notice of any Apportioned Obligations)Objection. (c) All refunds If the Cinemex Companies are unable or otherwise fail to file a Mexican Consolidated Income Tax Return for the Tax year ending December 31 of Taxes related to the Company for any period year of Closing, then prior to the following June 25th, Buyers shall cause the Cinemex Companies to prepare and provide to Sellers a form of Mexican Consolidated Income Tax Return for the period ending on the Closing Date as if the Cinemex Companies were able to file a Mexican Consolidated Income Tax Return, for Sellers’ review and comment. Subject to the provisions of Section 11.3 relating to resolution of any disputed item, Buyers shall cause the Cinemex Companies to make such revisions to such form of Mexican Consolidated Income Tax Return as are reasonably requested by Sellers. Any refund or credit, or additional Tax due, as reflected on the final form of Mexican Consolidated Income Tax Return, shall be substituted for the property amounts of Sellers. To refund or credit, or additional Tax due, as reflected on all Mexican Income Tax Returns for the extent that Buyer or individual Cinemex Companies for purposes of applying Section 11.3, and the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership or credit shall be deemed received by the Cinemex Companies on August 15 of the Company Shares prior to the calendar year after Closing (including any interest thereon actually received from the Governmental Authority)for purposes of applying Section 11.3.

Preparation of Tax Returns. The Shareholders shall prepare and file or otherwise furnish to the appropriate party (a) Buyer and Sellers agree to furnish or cause to be furnished prepared and filed or so furnished) in a timely manner the United States federal income tax return of Computec for Computec's S short year. In addition, Shareholders shall prepare and file, or cause to each otherbe prepared and filed, upon request, as promptly as practicable, such information any and assistance relating to the Company as is reasonably necessary for the filing of all other Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a)for, including all Tax Returnsor required to be filed by Computec for any taxable year or period ending on or before the Effective Time, schedules and work papers and all material records or other documents relating thereto, until the expiration due date of the applicable statute of limitations which (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period is on or prior to the Closing Effective Time. All such Tax Returns shall be prepared in a manner consistent with the prior Tax Returns of Computec, unless otherwise required under applicable 42 48 Law. The Shareholders shall timely pay (or cause to be timely paid) all Computec Taxes shown as due and owing on all such Tax Returns. DPRC shall prepare and file, or cause to be prepared and filed any and all other Tax Returns for, including or required to be filed by Computec for any taxable year or period ending after the Effective Date or the due date of which (including extensions) is after the Effective Time; provided, however, that any such Tax Returns that include an Interim Period shall be prepared in a manner that is consistent with applicable Law and the number past practices of days Computec. Subject to its right to indemnification under this Article 10, DPRC shall pay (or cause to be paid) all Computec Taxes shown as due and owing on all such Tax Returns. The Shareholders, the Surviving Corporation and DPRC shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Computec Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Computec Taxes. DPRC, the Surviving Corporation and each Shareholder recognize that each Shareholder and the agents and other representatives of such taxable period each Shareholder will need access, from time to time, after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable Effective Time, to certain accounting and Computec Tax records and information held by Computec to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each extent such Apportioned Obligations attributable records and information pertain to events occurring prior to the number Effective Time; therefore, each of days DPRC and the Surviving Corporation agrees (i) to use its best efforts to properly retain and maintain such records until such time as all Shareholders agree that such retention and maintenance is no longer necessary (but in no event longer than six years after the Closing Date in the relevant assessment periodEffective Time), and (zii) to allow each Party shall be entitled to reimbursement for Shareholder and the payment agents of any part of the each Shareholder and other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related representatives, at times and dates mutually acceptable to the Company for any period prior parties, to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c)inspect, Buyer shall promptly pay to each Seller an amount review and make copies of such Tax refund proportional records as Shareholders, their agents and other representatives may deem necessary or appropriate from time to time, such Seller’s ownership of activities to be conducted during normal business hours and at the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority)Shareholders' expense.

Preparation of Tax Returns. (a) Buyer and Sellers Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a4.3(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers Seller and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between SellersSeller, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are Seller is responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellersthe Seller. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers the Seller to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares Registered Capital prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer and Sellers agree In order to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance apportion appropriately any Taxes relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes that otherwise would include (but does not end on) the Closing Date (collectivelyDate, the “Apportioned Obligations”) will be apportioned between Sellersparties hereto will, on to the one handextent permitted by applicable Law, and Buyer, on cause the other hand, as taxable year of the Closing Date based Company to close on the number of days of such taxable period on or prior to the Closing Date (and the number of days of such taxable period after include) the Closing Date (it being understood that a “Short Period”). (xb) Equity Sellers are responsible Representative shall cause to be prepared by the Company’s regular pre-Closing accountants, at the Company’s expense (to be reimbursed by the Equity Sellers within 30 days after presentation of a written invoice from the Company), as promptly as practicable after the Closing Date, but in no event later than thirty (30) days prior to the due date for filing any such Tax Return (taking into account any applicable extensions of time to file) for review and comment by the Equity Sellers Representative and the Purchaser: all Tax Returns required to be filed for any Pre-Closing Tax Periods (the “Pre-Closing Tax Returns”), including (i) the federal, state and local income Tax Returns for the portion fiscal year ending December 31, 2005; (ii) net operating loss carryback claims arising out of each such Apportioned Obligations attributable the Closing Deductions for any filed Tax Return of the Company to the number of days extent permitted by applicable Law; and (iii) Tax Returns for the period beginning on or before January 1, 2006 and ending on the Closing Date (the “Stub Period Returns”) (such Tax Returns and claims described in clauses (i-iii) above are collectively referred to as the “Prior Returns”). Except to the extent of the Adjusted Tax Reserve, as defined in Section 11.1 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and any Estimated Taxes previously paid, the Common Stock Sellers shall pay all Taxes shown as due and owing with respect to such Pre-Closing Tax Returns to the Company no later than two (2) Business Days prior to the due date for filing such returns, giving effect to applicable extensions, and the Company shall file such returns and pay the Taxes due and owing with respect thereto. No election under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate income to the Short Period shall be made. The Equity Sellers Representative shall cause to be prepared, and Purchaser shall cause the Company to file, the Prior Returns on a basis consistent with those prepared for prior taxable periods to the extent permitted by applicable Law, and to include the Closing Deductions in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable Stub Period Returns to the number extent permitted by applicable Law; provided that the amount of days after the Closing Date Deductions included shall be subject to the prior written approval of the Purchaser as to their deductibility for income Tax purposes, not to be unreasonably withheld, conditioned or delayed. The Purchaser shall not subsequently claim for its benefit, and will cause the Taxpayers and their Affiliates not claim for their benefit, any Closing Deductions that it does not approve pursuant to the preceding sentence. No election under Section 172(b)(3) of the Code will be made to forego the net operating loss carryback. (c) The Purchaser shall cause to be prepared in a manner consistent with past practices (except where otherwise required by applicable Law) and in accordance with Section 11.6 of this Agreement all Tax Returns of the Taxpayers for any Straddle Periods (“Straddle Period Returns”), and shall cause such Tax Returns to be delivered to the Equity Sellers Representative for consent (which consent shall not be unreasonably withheld, conditioned, or delayed), no later than thirty (30) days prior to the due date for filing any such Straddle Period Return (taking into account any applicable extensions of time to file). Except to the extent reflected in the relevant assessment periodAdjusted Tax Reserve (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income), and no later than two (z2) each Party shall be entitled Business Days prior to reimbursement the due date for the payment of any part Taxes with respect to any such Straddle Period Return, the Equity Sellers Representative, on behalf of the other Party’s Common Stock Sellers, shall pay to the Purchaser an amount equal to the portion of any Apportioned Obligations). (c) All refunds of Taxes related attributable to the Company for any period prior pre-Closing portion of the Straddle Period as determined pursuant to the Closing principles set forth in Section 11.2. The Purchaser shall cause such Straddle Period Returns to be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers timely filed and shall cause to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional be paid any Taxes payable with respect to such Seller’s ownership of Straddle Period Returns. The Equity Sellers Representative and the Company Shares prior Purchaser shall provide each other with any information reasonably necessary to the Closing (including any interest thereon actually received from the Governmental Authority)prepare and file complete and accurate Tax Returns.

Preparation of Tax Returns. (a) Buyer The Managing Member shall be responsible for the preparation and Sellers agree timely filing of all tax returns required to furnish be filed by the Company, including arranging for the preparation of such tax return by an accounting firm or other qualified adviser; provided, however, that prior to filing the Company’s Internal Revenue Service Form 1065, any material foreign, state or local income tax return of the Company, or any material franchise tax return of the Company, the Managing Member shall submit such tax return no less than thirty (30) days prior to its due date to GE for its review, and shall not file or cause to be furnished filed any such tax return with the applicable taxing authority without the consent of GE, which consent shall not be unreasonably withheld or delayed. GE may object to the filing of such tax return by delivering a written notice to the Managing Member within ten (10) days of receipt of such tax return from the Company. Such written notice shall specify the item or items included in the tax return disputed by GE. After delivery of such written notice, GE and the Managing Member shall use commercially reasonable efforts to resolve the dispute. If GE and the Managing Member are unable to resolve such dispute within five days, the disputed item or items shall be resolved within ten (10) days using the procedures set forth in the Tax Matters Agreement. If GE does not object to the filing of such tax return within ten (10) days of receipt of such tax return from the Managing Member, GE shall be deemed to have consented to the filing of such tax return by the Managing Member. The cost of such preparation and filing shall be borne by the Company. (b) Except as explicitly set forth in this Agreement, the Managing Member shall make any decisions with respect to tax elections or other decisions relating to taxes of the Company; provided, however, that in the case of any election that could reasonably be expected to have an adverse effect on GE that is material and disproportionate as to its effect on GE (as compared to its effect on Newco), such election shall not be made without the consent of GE, which consent shall not be unreasonably withheld or delayed. The Managing Member shall cause the Company to furnish to each other, upon request, Member (i) as promptly soon as practicable, reasonably practicable after the close of each Fiscal Year such information and assistance relating to concerning the Company as is reasonably necessary required for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority such Member’s income tax returns and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to as soon as reasonably practicable after the close of each of the Company’s first three fiscal quarters of each Fiscal Year, in each case attributable such information concerning the Company as is reasonably required to periods beginning on or after enable the Closing Date; Member to calculate and pay estimated taxes, and (iii) all real property Taxesinformation (including without limitation a Schedule K-1 and any comparable foreign, personal property Taxes state and similar ad valorem obligations levied with respect local tax forms) as shall be necessary to enable each Member to prepare its income tax returns and shall provide such information no later than five Business Days after the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as filing of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other PartyCompany’s portion of any Apportioned Obligations)appropriate tax returns. (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer Sellers shall prepare and Sellers agree to furnish file, or shall cause to be furnished to each otherprepared and filed, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of on a timely basis all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns Companies and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied their subsidiaries with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days periods ending on or before the Closing Date in (including any Tax Return relating to any "S corporation" short taxable year of Ecolochem and International or any of its subsidiaries ending on the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable Closing Date). At least 30 business days prior to the number due date for any such Tax Returns, the Companies shall deliver such prepared Tax Returns to Purchaser for its review and comment, and the Companies shall not file such Tax Returns, without Purchaser's consent prior to the due date for such Tax Returns (taking into account any available extensions) if such filing would have any impact on Purchaser's or its subsidiaries' Tax liability, the effectiveness of days the Section 338 Elections, or any Tax attribute relevant to Purchaser or its subsidiaries. If any dispute in this regard has not been resolved before the filing of such Tax Return, then such dispute shall be submitted to the Accounting Firm for review and resolution pursuant to the procedure provided in 1.04(d). The parties shall use best efforts to resolve any disputes with respect to any such Tax Return prior to the due date (including extensions) thereof. If such dispute is not resolved on or before the due date for filing of any such Tax Return (including extensions), the Sellers shall have the authority to file such Tax Return or cause such Tax Return to be filed, and after the resolution of such dispute, the parties shall amend, or cause to be amended, such Tax Return as necessary to give effect to such resolution. (b) Purchaser shall file, or shall cause to be filed on a timely basis all other Tax Returns of the Companies and their subsidiaries (including any Tax Returns of the Companies and their subsidiaries with respect to a taxable year or period that includes, but does not end on, the Closing Date (a "Straddle Period")). At least 30 business days prior to the due date for any such Tax Returns for a Straddle Period, Purchaser shall deliver such Tax Returns for such Straddle Period to Sellers and shall not file such Tax Returns for such Straddle Period without the Sellers Representatives' consent prior to the due date for such Tax Return (taking into account any available extensions) if such filing would have any impact on Seller's Tax liability, or any Tax attribute relevant to Seller. If any dispute in this regard has not been resolved before the relevant assessment periodfiling of such Tax Return, then such dispute shall be submitted to the Accounting Firm for review and resolution pursuant to the procedure provided in 1.04(d). The parties shall use best efforts to resolve any disputes with respect to any such Tax Return for such Straddle Period prior to the due date (including extensions) thereof. If such dispute is not resolved on or before the due date for filing of any such Tax Return for such Straddle Period (including extensions), Purchaser shall have the authority to file such Tax Return for such Straddle Period, and (z) each Party after the resolution of such dispute, the Purchaser shall be entitled amend such Tax Return for such Straddle Period as necessary to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)give effect to such resolution. (c) All refunds of Taxes related Tax Returns described in Section 7.01(a) and all Tax Returns for a Straddle Period shall be prepared by the applicable party, to the Company for extent permitted under Applicable Law, in a manner consistent with past practice of the Companies that does not distort Taxable income (e.g., by accelerating or deferring income or deduction) and in accordance with any period Allocation Schedule (and any Final Section 338 Tax Adjustment thereto). (d) Purchaser shall not be permitted, and shall not permit the Companies or any of their subsidiaries following the Closing, to file any amended Tax Returns of the Companies or any of their subsidiaries relating to any period, or portion thereof, ending on or before the Closing Date without the prior written consent of Sellers Representatives, which consent shall not be unreasonably withheld. If there is any dispute in this regard, then such dispute shall be submitted to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior Accounting Firm for review and resolution pursuant to the Closing (including any interest thereon actually received from the Governmental Authorityprocedure provided in 1.04(d).

Preparation of Tax Returns. (ai) Buyer and Sellers agree to furnish Seller shall be solely responsible for preparing, or cause causing to be furnished to each otherprepared, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all any Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing payment of any Taxes which relate to or involve the operations or businesses of the Target Entities for any period of time prior to the Closing Date, including, if applicable, any short-year return due for the period of time between January 1, 1999 and the Closing Date or, if the Closing occurs after January 1, 2000, any short-year return due for any period of time between January 1, 2000 and the Closing Date. Seller shall cause all such Tax Returns or claims for refund or in conducting to be accurately prepared and timely filed (taking into account any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (iextensions) Sellers and the Company shall be liable, jointly and severally, for and shall pay all TaxesTaxes shown as required to be paid on such Tax Returns. Seller shall, whether assessed and Buyer shall cause the Target Entities to, cooperate, and shall cause their employees, agents, accountants and Representatives to cooperate, in preparing and filing all Tax Returns of or unassessedinvolving the Target Entities (including any Tax Returns to which this Agreement relates), applicable in handling audits, examinations, investigations, administrative, court or other proceedings relating to Taxes owing for or in respect of the Target Entities. Such cooperation may include making employees available to assist the requesting party, timely providing information reasonably requested, and maintaining and making available to the Company, in each case attributable requesting party available records which are reasonably necessary to all periods prior to satisfy the Closing Date; purpose of the request. (ii) Seller shall prepare and provide to Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied such Tax information as is reasonably requested by Buyer with respect to the Company operations, ownership, assets or activities of the Target Entities or the Subsidiaries for a taxable period all pre-Closing periods to the extent such information is relevant to any Tax Return which includes Buyer has the right and obligation under this Agreement to file. (but does not end oniii) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between SellersSeller shall, on the one hand, and BuyerBuyer shall, on the other hand, with respect to any Tax Return which such party is responsible hereunder for preparing and filing, or causing to be prepared and filed, make such Tax Return and related work papers available for review by the other party if the Tax Return (A) is with respect to Taxes for which the other Party or one of its Affiliates may be liable hereunder or under applicable tax law, or (B) claims Tax benefits which the other Party or one of its Affiliates is entitled to receive hereunder. The filing party shall use its reasonable best efforts to make Tax Returns available for review as required under this paragraph sufficiently in advance of the Closing Date due date for filing such Tax Returns to provide the non-filing party with a meaningful opportunity to analyze and comment on such Tax Returns and have such Tax Returns modified before filing, accepting the position of the filing party unless such position is contrary to the provisions of this Agreement. (iv) Any Tax Return which includes or is based on the number operations, ownership, assets or activities of days of such taxable period on the Target Entities or prior for any pre-Closing period, shall be prepared in accordance with past Tax accounting practices used with respect to the Closing Date and Tax Returns in question (unless such past practices are no longer permissible under the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligationsapplicable tax law). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer Sellers shall prepare and Sellers agree to furnish file, or shall cause to be furnished to each otherprepared and filed, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of on a timely basis all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns Companies and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied their subsidiaries with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days periods ending on or before the Closing Date in (including any Tax Return relating to any “S corporation” short taxable year of Ecolochem and International or any of its subsidiaries ending on the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable Closing Date). At least 30 business days prior to the number due date for any such Tax Returns, the Companies shall deliver such prepared Tax Returns to Purchaser for its review and comment, and the Companies shall not file such Tax Returns, without Purchaser’s consent prior to the due date for such Tax Returns (taking into account any available extensions) if such filing would have any impact on Purchaser’s or its subsidiaries’ Tax liability, the effectiveness of days the Section 338 Elections, or any Tax attribute relevant to Purchaser or its subsidiaries. If any dispute in this regard has not been resolved before the filing of such Tax Return, then such dispute shall be submitted to the Accounting Firm for review and resolution pursuant to the procedure provided in 1.04(d). The parties shall use best efforts to resolve any disputes with respect to any such Tax Return prior to the due date (including extensions) thereof. If such dispute is not resolved on or before the due date for filing of any such Tax Return (including extensions), the Sellers shall have the authority to file such Tax Return or cause such Tax Return to be filed, and after the resolution of such dispute, the parties shall amend, or cause to be amended, such Tax Return as necessary to give effect to such resolution. (b) Purchaser shall file, or shall cause to be filed on a timely basis all other Tax Returns of the Companies and their subsidiaries (including any Tax Returns of the Companies and their subsidiaries with respect to a taxable year or period that includes, but does not end on, the Closing Date (a “Straddle Period”)). At least 30 business days prior to the due date for any such Tax Returns for a Straddle Period, Purchaser shall deliver such Tax Returns for such Straddle Period to Sellers and shall not file such Tax Returns for such Straddle Period without the Sellers Representatives’ consent prior to the due date for such Tax Return (taking into account any available extensions) if such filing would have any impact on Seller’s Tax liability, or any Tax attribute relevant to Seller. If any dispute in this regard has not been resolved before the relevant assessment periodfiling of such Tax Return, then such dispute shall be submitted to the Accounting Firm for review and resolution pursuant to the procedure provided in 1.04(d). The parties shall use best efforts to resolve any disputes with respect to any such Tax Return for such Straddle Period prior to the due date (including extensions) thereof. If such dispute is not resolved on or before the due date for filing of any such Tax Return for such Straddle Period (including extensions), Purchaser shall have the authority to file such Tax Return for such Straddle Period, and (z) each Party after the resolution of such dispute, the Purchaser shall be entitled amend such Tax Return for such Straddle Period as necessary to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)give effect to such resolution. (c) All refunds of Taxes related Tax Returns described in Section 7.01(a) and all Tax Returns for a Straddle Period shall be prepared by the applicable party, to the Company for extent permitted under Applicable Law, in a manner consistent with past practice of the Companies that does not distort Taxable income (e.g., by accelerating or deferring income or deduction) and in accordance with any period Allocation Schedule (and any Final Section 338 Tax Adjustment thereto). (d) Purchaser shall not be permitted, and shall not permit the Companies or any of their subsidiaries following the Closing, to file any amended Tax Returns of the Companies or any of their subsidiaries relating to any period, or portion thereof, ending on or before the Closing Date without the prior written consent of Sellers Representatives, which consent shall not be unreasonably withheld. If there is any dispute in this regard, then such dispute shall be submitted to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior Accounting Firm for review and resolution pursuant to the Closing (including any interest thereon actually received from the Governmental Authorityprocedure provided in 1.04(d).

Preparation of Tax Returns. (a) Buyer and Sellers agree to furnish The Seller shall prepare, or cause to be furnished prepared, and shall timely file, or cause to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of be filed all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute Company and each of limitations its Subsidiaries due (including after taking into account all appropriate extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date (the “Seller Prepared Returns”). Such Seller Prepared Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by Law. (b) The Seller shall prepare (or cause to be prepared), and timely file all Tax Returns of the number Company and each of days of such taxable period its Subsidiaries with respect to any Pre-Closing Tax Period (other than a Straddle Period) required to be filed with any Governmental Authority after the Closing Date Date. The Seller shall prepare such Tax Returns on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by Law. With respect to any such Tax Returns that are Income Tax Returns to be filed with respect to any Pre-Closing Tax Period, at least fifteen (it being understood that (x15) Sellers are responsible for the portion of each such Apportioned Obligations attributable calendar days prior to the number due date of any such Tax Returns (accounting for all applicable extensions), the Seller shall submit such Tax Returns to the Buyer for review. If the Buyer disputes any item on any such Income Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection within ten (10) calendar days of receipt. The Buyer and the Seller shall negotiate in good faith to resolve any timely noticed dispute prior to the date on or before the Closing Date in which the relevant assessment periodIncome Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date item in the relevant assessment periodquestion shall promptly be referred to, and (zresolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) each Party and Section 2.3(c), applied mutatis mutandis. If such timely disputed item has not been resolved by the Accounting Firm as of the due date for such Tax Return, the Tax Return shall be entitled filed as originally submitted by the Seller, and, after resolution by the Accounting Firm, such Tax Return shall thereafter be adjusted (or amended, if previously filed), if necessary, to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)reflect such resolution and filed accordingly. (c) All refunds The Buyer shall prepare (or cause to be prepared), and timely file all Income Tax Returns of Taxes related the Company and each of its Subsidiaries with respect to any Straddle Period required to be filed with any Governmental Authority after the Closing Date. The Buyer shall prepare such Tax Returns on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by Law. At least fifteen (15) calendar days prior to the due date of any such Tax Returns (accounting for all applicable extensions), the Buyer shall submit such Tax Returns to the Seller for review. If the Seller disputes any item on any such Income Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection within ten (10) calendar days of receipt. The Buyer and the Seller shall negotiate in good faith to resolve any timely noticed dispute prior to the date on which the relevant Income Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, the item in question shall promptly be referred to, and resolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) and Section 2.3(c), applied mutatis mutandis. If such timely disputed item has not been resolved by the Accounting Firm as of the due date for such Tax Return, the Tax Return shall be filed as originally submitted by the Buyer, and, after resolution by the Accounting Firm, such Tax Return shall thereafter be adjusted (or amended, if previously filed), if necessary, to reflect such resolution and filed accordingly. (d) The Buyer shall prepare (or cause to be prepared), and timely file with its Income Tax Return for the Tax year that includes the Closing and the Closing Date, at the cost and expense of the Buyer, a new domestic use agreement, as defined in Treasury Regulation Section 1.1503(d)-6(f)(2)(iii) with respect to each of the dual consolidated losses of the Company. (For purposes of this Agreement, “the dual consolidated losses of the Company” includes all dual consolidated losses attributable to the separate unit and combined separate unit that include the Seller’s interests and operations in Puerto Rico, as determined under Treasury Regulation Section 1.1503(d)-1(b)(4), for Tax years of the Seller up to and including the Tax year of the Closing and Closing Date.) The Buyer shall prepare such new domestic use agreements in accordance with Treasury Regulation Section 1.1503(d)-6(f)(2)(iii). At least fifteen (15) calendar days prior to the due date of such Income Tax Return (accounting for all applicable extensions), the Buyer shall submit such new domestic use agreements and all associated filings with respect to the dual consolidated losses of the Company under Treasury Regulation Section 1.1503(d)-1 through -8 to the Seller for review. If the Seller disputes any item on any such filings, the Seller shall notify the Buyer of such disputed item (or items) and the basis for its objection within seven (7) calendar days of receipt. The Seller and the Buyer shall negotiate in good faith to resolve any timely noticed dispute prior to the date on which the Income Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, the item in question shall promptly be referred to, and resolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) and Section 2.3(c), applied mutatis mutandis. In addition, after the Closing, without the prior written consent of the Seller (not to be unreasonably withheld, conditioned or delayed), the Buyer shall not take (or permit the Company to take) any of the actions set forth on Schedule 8.1(d) during the “certification period” (within the meaning of Treasury Regulation Section 1.1503(d)-1(b)(20)). (e) Notwithstanding anything to the contrary, the Seller shall have the exclusive right and control over any Tax Returns for the Seller or its Affiliates (other than the Company and the Company’s Subsidiaries) and any Tax Returns for a consolidated, combined, affiliated, unitary or similar Tax group that includes the Seller or any of its Affiliates; provided, however, that the Seller shall not make any election pursuant to Treasury Regulation Section 1.1502-76 to ratably allocate items with respect to the Company or its Subsidiaries for any period prior to the year that includes the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority)Date.

Preparation of Tax Returns. (ai) Buyer The Company shall prepare and Sellers agree to furnish file, or shall cause to be furnished to each otherprepared and filed, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related that are required to Taxes, the preparation of any audit be filed by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (iitaking into account any extension properly obtained) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days 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 relevant assessment periodpast practices of the Company with respect to such items, except as otherwise required by applicable Law. At least 20 days prior to filing a Company Prepared Return that is an income or other material Tax Return (yor such shorter period of time as is reasonable given the circumstances), the Company shall submit a copy of such income or other material Tax Return to Parent for Parent’s review. Prior to the Closing Date, the Company shall not initiate any discussions with a Governmental Entity with respect to Taxes or enter into any voluntary disclosures with respect to Taxes, in each case, without prior written notice to Parent. (ii) Buyer is responsible Parent shall prepare or cause to be prepared and file or cause to be filed, all Tax Returns for the portion of each such Apportioned Obligations attributable Company or its Subsidiaries for a Pre-Closing Tax Period or Straddle Period that are required to the number of days be filed after the Closing Date (the “Parent Prepared Returns”). All such Parent Prepared Returns that are not for a Straddle Period shall be prepared in a manner consistent with the relevant assessment periodCompany’s (or any Subsidiary’s) past practice, except (x) as otherwise required by applicable Law or (y) to the extent that any such deviation from past practice could not reasonably be expected to give rise to an increased claim for indemnification under this Agreement. At least 20 days prior to filing a Parent Prepared Return, or such shorter time period as is reasonable given the circumstances, Parent shall submit to the Stockholder Representative a copy of any portion of such Tax Return that reflects Taxes taken into account in determining the amount of Unpaid Pre-Closing Taxes or that could give rise to a claim for indemnification under this Agreement, and (z) each Party Parent shall be entitled consider in good faith such comments to reimbursement for such Tax Returns as are requested by the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period Stockholder Representative in writing at least 10 days prior to the due date for such Parent Prepared Return (or such shorter time period as is reasonable given the circumstances). For the avoidance of doubt, any failure to so submit a Parent Prepared Return shall not relieve the Company Indemnitors of any liability for Unpaid Pre-Closing shall be the property of Sellers. To Taxes with respect to such Parent Prepared Return (except to the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of Indemnitors are prejudiced by such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authorityfailure).

Preparation of Tax Returns. (ai) Buyer and Sellers agree to furnish The Seller shall prepare or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of prepared all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a all taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period periods ending on or prior to the Closing Date (each, a “Seller Return”) on a basis consistent with the past practice of the Company and the number Final Allocation and shall file or cause to be filed all such Seller Returns which are required to be filed on or prior to the Closing Date (taking into account applicable extensions) or required to be filed after the Closing Date by any Person other than the Company. No later than five (5) Business Days prior to the due date (taking into account applicable extensions) for the filing of days of such taxable period a Seller Return that is not a consolidated, combined, unitary or aggregate Tax Return which is required to be filed by the Company after the Closing Date (it being understood that taking into account applicable extensions) (x) Sellers are responsible for a “Company Return”), the portion Seller shall provide to the Buyer copies of each such Apportioned Obligations Company Return and, upon the reasonable request of the Buyer, any associated backup materials or other work papers. (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 Straddle Periods (each, a “Straddle Return”) and all taxable periods beginning after the Closing Date and shall file or cause to be filed all Company Returns. Each Straddle Return shall be prepared on a basis consistent with the past practice of the Company, except to the extent otherwise required by applicable Law. Not later than five (5) Business Days prior to the due date (taking into account applicable extensions) for the filing of a Straddle Return, the Buyer shall provide the Seller with a copy of such Straddle Return for its review and comment. (iii) With respect to a Straddle Period, the determination of Taxes attributable to 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) If and to the extent permitted by applicable Law, (i) the Company shall elect to close each taxable period on or before as of the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (zii) each Party shall be entitled to reimbursement for the payment any deductions of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to Transaction Expenses or resulting from the Closing shall be the property repayment of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership Indebtedness of the Company Shares prior or resulting from the payment of the Appreciation Award Expense (as defined in Section B-1 of the Disclosure Schedule) or the 2015 Incentive Plans Expense (as defined in Section B-1 of the Disclosure Schedule) shall be allocated to the Pre-Closing (including any interest thereon actually received from Tax Period ending on the Governmental Authority)Closing Date.

Preparation of Tax Returns. (ai) Buyer The Company shall prepare and Sellers agree to furnish timely file, or shall cause to be furnished to each otherprepared and timely filed, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related that are required to Taxes, the preparation of any audit be filed by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (iitaking into account any extension properly obtained) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days 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 relevant assessment periodpast practices of the Company with respect to such items, except as otherwise required by applicable Law. At least fifteen (15) 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 Company will consider in good faith any reasonable comments received in writing from Parent within ten (10) days of Company’s delivery of such Company Prepared Returns. Prior to the Closing Date, the Company shall not initiate any discussions with a Governmental Entity with respect to Taxes, or enter into any voluntary disclosures with respect to Taxes, without prior written notice to, and consent of, Parent (such consent not to be unreasonably withheld, conditioned or delayed). (ii) Parent shall prepare or cause to be prepared and file or cause to be filed, all Tax Returns for the Company for a Pre-Closing Tax Period or Straddle Period that are required to be filed after the Closing Date (the “Parent Prepared Returns”). All such Parent Prepared Returns with an initial due date for filing after the Closing Date that are not for a Straddle Period shall be prepared in a manner consistent with the Company’s past practice, except (x) as otherwise required by applicable Law or (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number extent that any such deviation from past practice could not reasonably be expected to give rise to an increased claim for indemnification under this Agreement. In the event that any Parent Prepared Returns shows any material Pre-Closing Taxes that may form the basis for a claim of indemnification against the Company Indemnitors pursuant to this Agreement, Parent will submit such Parent Prepared Return to the Securityholder Representative for review and comment a commercially reasonable period of time prior to filing (which, in the case of any income Tax Return required to be filed more than fifteen (15) days after the Closing Date in the relevant assessment periodDate, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations). at least fifteen (c15) All refunds of Taxes related to the Company for any period days prior to filing) and Parent will consider in good faith any reasonable comments received in writing from the Closing shall be the property Securityholder Representative within ten (10) days of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount Parent’s delivery of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority)Parent Prepared Return.

Preparation of Tax Returns. (a) Buyer Subject to Section 10.1(c), Seller shall be responsible for the preparation and Sellers agree to furnish timely filing of any return, report, information return or cause other document (including any related or supporting information) filed or required to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of filed with any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary taxing authority in connection with the filing determination, assessment, collection, administration or imposition of Tax Returns or claims any Taxes (as defined in Section 4.10) (for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (ipurposes of this Article 10 only, individually, a "Return" and collectively, "Returns") Sellers of ▇▇▇▇▇▇▇ and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed Subsidiaries relating to any taxable year or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days ending on or before the Closing Date in (a "Pre-Closing Tax Return"). Pre-Closing Tax Returns shall be filed on or before their respective due dates (including extensions). Such Returns shall be prepared on a basis consistent with Returns prepared for prior taxable periods, except as otherwise required by law or regulation. At least 15 days prior to the filing of a Pre-Closing Tax Return, Seller shall provide Buyer with a copy of such Pre-Closing Tax Return for Buyer's review and comment. If any such Returns cannot be completed and filed by Seller until after the Closing Date, Buyer shall cause the relevant assessment period, officer(s) of ▇▇▇▇▇▇▇ and each Subsidiary to sign and file such Returns after they have been completed by Seller (yand before the due date of such Returns). (b) Buyer is shall be responsible for the portion preparation and timely filing of each such Apportioned Obligations attributable to all Returns of ▇▇▇▇▇▇▇ and the number of days Subsidiaries for all taxable periods commencing after the Closing Date (the "Post-Closing Tax Returns"). The Post-Closing Tax Returns shall be prepared on a basis consistent with the Pre-Closing Tax Returns unless a different treatment is required by law or regulation. If Buyer takes any position or uses any methodology on any such Return that is inconsistent with any position or methodology taken or used by ▇▇▇▇▇▇▇, any Subsidiary, or Seller in prior periods (unless Buyer's position or methodology giving rise to the inconsistency is required (i) by a law or regulation, or (ii) in the relevant assessment periodopinion (reasonably acceptable to Seller and its counsel) of a reputable law firm (the "Law Firm") satisfactory to Seller and its counsel, by other applicable legal authorities in effect for the taxable period covered by such Return), then Buyer shall be responsible for, and shall indemnify and hold harmless, on an after-tax basis, Seller against, any increase in Taxes with respect to any Pre-Closing Tax Return resulting from such inconsistent position or methodology. Buyer shall not make any assertion or make any election the effect of which would be to exclude ▇▇▇▇▇▇▇ or any Subsidiary, to the extent otherwise eligible therefor, from any consolidated Return of ▇▇▇▇▇▇▇ (zor any consolidated or combined Return of Seller's consolidated group) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)Pre-Closing Tax Return unless required by law or regulation. (c) All refunds of Taxes related Notwithstanding anything to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this contrary contained in Section 4.4(c10.1(a), Buyer shall promptly pay be responsible for the preparation and timely filing of any Returns of ▇▇▇▇▇▇▇ and the Subsidiaries for taxable periods, if any, that begin before the Closing Date and end after the Closing Date ("Straddling Returns"). The Straddling Returns shall be prepared on a basis consistent with Pre-Closing Tax Returns unless a different treatment is required by law or regulation. Notwithstanding anything to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares contrary contained in this Article 10, at least 15 days prior to the filing of any Straddling Returns required to be caused to be filed by Buyer hereunder, Buyer shall submit copies of such returns to Seller for its review and approval. In the event of any dispute with respect to any Straddling Returns, Buyer shall file the final form of such returns prior to the due date therefor without prejudice to Seller's right to dispute the amount of Taxes for the tax period covered thereby. Seller shall be responsible for, and shall indemnify and hold Buyer harmless against, so much of any Tax liability shown on a Straddling Return as is properly allocable to a pre-Closing period, net of any current Tax savings directly or indirectly received by Buyer as a result of paying such Tax liability. The portion of ▇▇▇▇▇▇▇'▇ and each Subsidiary's taxable income, gain, loss and any resulting Tax shown on a Straddling Return which is properly allocated to a pre-Closing period shall be determined by (including i) assuming that ▇▇▇▇▇▇▇'▇ and each Subsidiary's taxable year ends as of the close of business on the Closing Date, (ii) allocating to the pre-Closing period any interest thereon actually received other income, gain, loss or deduction of ▇▇▇▇▇▇▇ and each Subsidiary from any source, by closing, on an actual basis (or if an actual closing is not feasible, on a pro forma basis taking into account extraordinary items, allocated solely to the Governmental Authoritypre-Closing period) the books of ▇▇▇▇▇▇▇ and each Subsidiary as of the close of business on the Closing Date, and (iii) preparing Returns based on the income, gain and losses determined on a basis consistent with the methodology and elections employed by ▇▇▇▇▇▇▇ and each Subsidiary in prior years as adjusted to reflect any subsequent adjustments to such returns. (d) Except as otherwise required by any then effective law or regulation or, in the opinion (reasonably acceptable to Seller and its counsel) of the Law Firm, by other applicable legal authorities, without the prior written consent of Seller (which consent shall not, in any case, be unreasonably withheld), Buyer shall not make or cause ▇▇▇▇▇▇▇ or any Subsidiary to make any election, change an annual accounting period or adopt or change any accounting method if any such election, change or adoption would have the effect of increasing the Tax liability of ▇▇▇▇▇▇▇ or any Subsidiary with respect to any Pre-Closing Tax Return. (e) If, consistent with the provisions of this Article 10, Seller desires to amend a Pre-Closing Tax Return, Buyer shall cooperate in such matter to the extent reasonable. Seller shall indemnify and hold ▇▇▇▇▇▇▇, each Subsidiary, and Buyer harmless, on an after-tax basis, against any increase in any Taxes with respect to Post-Closing Tax Returns directly resulting from any adjustments to items of income, gain, deduction, loss or credit reflected in such amendment. (f) Seller shall retain all books, records, returns, schedules, documents and all papers or relevant items of information relating to the Federal, state, foreign or other Tax liability of ▇▇▇▇▇▇▇ and the Subsidiaries for any Pre-Closing Tax Return, until the expiration of all statutes of limitations for claims to which such documents may pertain; provided that if the statute of limitations for such claims survive indefinitely (for example, with respect to net operating losses), Seller shall retain the documents pertaining to such claims for a period of seven years after the Closing Date. Thereafter, Seller shall have the right to dispose of or destroy any such items; provided that, prior to such disposal or destruction, Seller shall provide Buyer with written notice of its intent to do so. For a period of 30 days after its receipt of such notice, Buyer shall have the right, at its sole cost and expense, promptly to remove or obtain copies (or, if necessary, originals) of such items and take whatever action Buyer may desire with respect to such items. Notwithstanding the foregoing, Seller shall reasonably cooperate with Buyer and furnish copies of any such items to Buyer, at Buyer's sole cost and expense, upon written request.

Preparation of Tax Returns. (a) Buyer and Sellers agree to furnish The Seller shall prepare, or cause to be furnished prepared, and shall timely file, or cause to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of be filed all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute Company and each of limitations its Subsidiaries due (including after taking into account all appropriate extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date (the “Seller Prepared Returns”). Such Seller Prepared Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by Law. (b) The Seller shall prepare (or cause to be prepared), and timely file all Tax Returns of the number Company and each of days of such taxable period its Subsidiaries with respect to any Pre-Closing Tax Period (other than a Straddle Period) required to be filed with any Governmental Authority after the Closing Date Date. The Seller shall prepare such Tax Returns on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by Law. With respect to any such Tax Returns that are Income Tax Returns to be filed with respect to any Pre-Closing Tax Period, at least fifteen (it being understood that (x15) Sellers are responsible for the portion of each such Apportioned Obligations attributable calendar days prior to the number due date of any such Tax Returns (accounting for all applicable extensions), the Seller shall submit such Tax Returns to the Buyer for review. If the Buyer disputes any item on any such Income Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection within ten (10) calendar days of receipt. The Buyer and the Seller shall negotiate in good faith to resolve any timely noticed dispute prior to the date on or before the Closing Date in which the relevant assessment periodIncome Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date item in the relevant assessment periodquestion shall promptly be referred to, and (zresolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) each Party and Section 2.3(c), applied mutatis mutandis. If such timely disputed item has not been resolved by the Accounting Firm as of the due date for such Tax Return, the Tax Return shall be entitled filed as originally submitted by the Seller, and, after resolution by the Accounting Firm, such Tax Return shall thereafter be adjusted (or amended, if previously filed), if necessary, to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)reflect such resolution and filed accordingly. (c) All refunds The Buyer shall prepare (or cause to be prepared), and timely file all Income Tax Returns of Taxes related to the Company for and each of its Subsidiaries with respect to any period Straddle Period required to be filed with any Governmental Authority after the Closing Date. The Buyer shall prepare such Tax Returns on a basis consistent with existing procedures and practices and accounting methods, unless otherwise required by Law. At least fifteen (15) calendar days prior to the Closing shall be the property due date of Sellers. To the extent that Buyer or the Company receives a any such Tax refund that is the property of Sellers to this Section 4.4(cReturns (accounting for all applicable extensions), the Buyer shall promptly pay submit such Tax Returns to each the Seller an amount for review. If the Seller disputes any item on any such Income Tax Return, it shall notify the Buyer of such Tax refund proportional disputed item (or items) and the basis for its objection within ten (10) calendar days of receipt. The Buyer and the Seller shall negotiate in good faith to such Seller’s ownership of the Company Shares resolve any timely noticed dispute prior to the Closing date on which the relevant Income Tax Return is required to be filed. If the parties cannot resolve any timely disputed item, the item in question shall promptly be referred to, and resolved by, the Accounting Firm in accordance with the procedures set forth in Section 2.3(b) and Section 2.3(c), applied mutatis mutandis. If such timely disputed item has not been resolved by the Accounting Firm as of the due date for such Tax Return, the Tax Return shall be filed as originally submitted by the Buyer, and, after resolution by the Accounting Firm, such Tax Return shall thereafter be adjusted (including or amended, if previously filed), if necessary, to reflect such resolution and filed accordingly. (d) Notwithstanding anything to the contrary, the Seller shall have the exclusive right and control over any interest thereon actually received from Tax Returns for the Governmental Authority)Seller or its Affiliates (other than the Company and the Company’s Subsidiaries) and any Tax Returns for a consolidated, combined, affiliated, unitary or similar Tax group that includes the Seller or any of its Affiliates.

Preparation of Tax Returns. (a) Buyer Sellers shall prepare and Sellers agree to furnish file, or cause to be furnished to each otherprepared and filed, upon request, as promptly as practicable, such information any and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and required to be filed by the making of Company or any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period Subsidiaries on or prior to the Closing Date (after giving effect to any valid extensions of the due date for filing any such Tax Returns). All such Tax Returns shall be prepared in a manner consistent with the prior Tax Returns of the Company or the Subsidiaries, as the case, unless otherwise required under applicable law. Sellers shall timely pay (or cause to be timely paid) all Taxes shown as due and owing on all such Tax Returns. Buyer shall prepare and file, or cause to be prepared and filed, any and all other Tax Returns required to be filed by the number Company. Subject to its right to indemnification under Section 8.1 above, Buyer shall pay (or cause to be paid) all Taxes shown as due and owing on all such Tax Returns. Sellers, the Company, the Subsidiaries and Buyer shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer and each of days the Sellers recognize that Sellers and Sellers' agents and other representatives will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Company and/or the Subsidiaries to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, each of Buyer, the Company and each of the Subsidiaries agree (i) to use all reasonable efforts to properly retain and maintain such taxable period records until such time as the Sellers' Representative agrees that such retention and maintenance is no longer necessary (but in no event longer than the later of six years after the Closing Date or the end of any contest referred to in Section 8.5 below) and (it being understood that (xii) to allow Sellers are responsible for the portion of each such Apportioned Obligations attributable and Sellers' agents and other representatives, at times and dates mutually acceptable to the number of days on or before the Closing Date in the relevant assessment periodparties, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment periodinspect, review and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount make copies of such Tax refund proportional records as Sellers, their agents and other representatives may deem necessary or appropriate form time to time, such Seller’s ownership of activities to be conducted during normal business hours and at the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority)Sellers' expense.

Preparation of Tax Returns. (a) Buyer and Sellers agree to furnish Purchaser shall prepare, or cause to be furnished to each otherprepared, upon requestat the sole cost and expense of the Sellers, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns required to be filed by the Acquired Companies after the Closing Date with respect to any Pre-Closing Tax Period. All such Tax Returns shall be prepared in a manner consistent with (i) applicable Law, and (ii) the making past practices and procedures of the Acquired Companies. The Acquired Companies shall not make an election under subsection 256(9) of the ITA in respect of any election related Pre-Closing Tax Period. With respect to Taxesany such Tax Return relating to income Taxes of the Acquired Companies or reflecting a material Tax liability for which the Sellers would have an indemnification obligation pursuant to this Agreement, Purchaser shall submit a draft of such Tax Return to the preparation Seller Representative (together with drafts of any audit schedules, statements and, to the extent requested by any Governmental Authority and the prosecution of or defense of any claimSeller Representative, suit or proceeding relating supporting documentation) at least 30 days prior to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations due date (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered Return. If the Seller Representative objects to the other partyany item on any such Tax Return, until the final determination of any payments which may be required in respect it shall, within 10 days after delivery of such years under this Agreement Tax Return, notify the Purchaser in writing that it so objects, specifying with reasonable particularity any such item and stating the specific factual or legal basis for any such longer period objection. If a notice of objection shall be duly delivered, the Purchaser and the Seller Representative shall negotiate in good faith and use commercially reasonable efforts to resolve such items. If the Purchaser and the Seller Representative are unable to reach such agreement within 10 days after receipt by the Purchaser of such notice, the disputed items shall be resolved by the Independent Accounting Firm and any determination by the Independent Accounting Firm shall be final. The Independent Accounting Firm shall resolve the Disputed Items within 10 days of having the item referred to them pursuant to such procedures as it may require. If the Independent Accounting Firm are unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be required hereoffiled as prepared by the Purchaser and then amended to reflect the Independent Accounting Firm’s resolution. Any information obtained under this Section 4.4(aThe costs, fees and expenses of the Independent Accounting Firm (and the cost of amending such returns) shall be kept confidential, except as may be otherwise necessary in connection with borne equally by the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between SellersPurchaser, on the one hand, and Buyerthe Sellers, on the other hand, as . The preparation and filing of any Tax Return of the Acquired Companies that does not relate to any Pre-Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party Tax Period shall be entitled to reimbursement for exclusively within the payment of any part control of the other Party’s portion of any Apportioned Obligations)Purchaser. (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer and the Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller Sellers agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) The Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellersthe Seller, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are Each Seller is responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of the Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of the Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares Common Stock prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (aA) Buyer The Purchaser shall prepare and Sellers agree to furnish provide, or cause the Company and its Consolidated Affiliates to be furnished to each otherprepare and provide, upon request, as promptly as practicable, such information and assistance relating to the Seller, in accordance with the past custom and practice of the Company and its Consolidated Affiliates, the Seller's Tax packages and such other Tax information as is reasonably necessary requested by the Seller to enable the Seller to prepare any Tax Return which the Seller has the right and obligation hereunder to prepare and file. The Seller's Tax packages shall be provided to the Seller on or before the due date established by the Seller's tax department generally for the filing receipt of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration packages from Affiliates of the applicable statute of limitations Seller, and any other Tax information reasonably requested by the Seller pursuant to this (including extensionsS) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a10(d)(iii)(A) shall be kept confidential, except as may be otherwise necessary in connection with provided to the filing Seller within 10 days of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hoursrequest. (iB) Sellers The Seller shall prepare and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable provide to the Company, in each case attributable to all periods prior to Purchaser such Tax information as is reasonably requested by the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied Purchaser with respect to the operations, ownership, assets or activities of the Company and its Consolidated Affiliates for a taxable period any Pre-Closing Period to the extent such information is relevant to any Tax Return which includes the Purchaser has the right and obligation hereunder to prepare and file. Any Tax information reasonably requested by the Purchaser pursuant to this (but does not end onS) 10(d)(iii)(B) shall be provided to the Closing Date Purchaser within 10 days of such request. (collectively, the “Apportioned Obligations”C) will be apportioned between SellersThe Seller shall, on the one hand, and Buyerthe Purchaser shall, on the other hand, with respect to any Tax Return which such Party is responsible hereunder for preparing and filing, or causing to be prepared and filed, make such Tax Return and related workpapers available for review by the other Party if the Tax Return (A) is with respect to Taxes for which the other Party or one of its Affiliates may be liable hereunder or under applicable Tax law, or (B) claims Tax benefits which the other Party or one of its Affiliates is entitled to receive hereunder. The filing Party shall use its reasonable best efforts to make Tax Returns available for review as required under this (S) 10(d)(iii) sufficiently in advance of the Closing Date based due date for filing such Tax Returns to provide the non-filing Party with a meaningful opportunity to analyze and comment on such Tax Returns and have such Tax Returns modified before filing, accepting the number position of days of the filing Party unless such taxable period on or prior position is contrary to the Closing Date and the number provisions of days of such taxable period after the Closing Date (it being understood that (xS) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y10(d)(iv) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)hereunder. (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer and Sellers agree Seller agrees to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree agrees to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers Seller and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between SellersSeller, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are Seller is responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of SellersSeller. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers Seller to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (ai) Buyer The Company shall prepare and Sellers agree to furnish file, or shall cause to be furnished to each otherprepared and filed, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related that are required to Taxes, the preparation of any audit be filed by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (iitaking into account any extension properly obtained) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days 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 relevant assessment periodpast practices of the Company with respect to such items, except as otherwise required by applicable Law. At least 20 days prior to filing a Company Prepared Return that is an income or other material Tax Return (or such shorter period of time as is reasonable given the circumstances), the Company shall submit a copy of such income or other material Tax Return to CCC for CCC’s review. Prior to the Closing Date, the Company shall not initiate any discussions with a Governmental Entity with respect to Taxes or enter into any voluntary disclosures with respect to Taxes, in each case, without prior written notice to CCC (not to be unreasonably withheld, conditioned or delayed). (ii) CCC shall prepare or cause to be prepared and file or cause to be filed, all Tax Returns for the Company for a Pre-Closing Tax Period that are required to be filed after the Closing Date (the “Parent Prepared Returns”). All such Parent Prepared Returns that are not for a Straddle Period shall be prepared in a manner consistent with the Company’s past practice, except (x) as otherwise required by applicable Law or (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of extent that any such deviation from past practice could not reasonably be expected to give rise to an increased claim for indemnification under this Agreement. At least 30 days prior to filing a Parent Prepared Return, or such shorter time period as is reasonable given the circumstances, but in no event less than 10 days before the due date for such Parent Prepared Returns that are income Tax Returns (unless such due date is within 10 days after the Closing Date Date), CCC shall submit to the Stockholder Representative a copy of any portion of such Tax Return that reflects Taxes taken into account in determining the relevant assessment periodamount of Pre-Closing Taxes or that could give rise to a claim for indemnification under this Agreement, and (z) each Party CCC shall be entitled consider in good faith such comments to reimbursement for such Tax Returns as are requested by the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period Stockholder Representative in writing at least 10 days prior to the Closing due date for such Parent Prepared Return (or such shorter time period as is reasonable given the circumstances). For the avoidance of doubt, any failure to so submit a Parent Prepared Return shall be the property of Sellers. To the extent that Buyer or not relieve the Company receives a Tax refund that is the property Indemnitors of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional any liability for Pre-Closing Taxes with respect to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority)Parent Prepared Return.

Preparation of Tax Returns. (a) Subject to Section 10.1(c), Seller shall be responsible for the preparation and timely filing of any return, report, information return or other document (including any related or supporting information) filed or required to be filed with any taxing authority (for purposes of this Article 10 only, individually, a "Return" and collectively, the "Returns") in connection with the determination, assessment, collection, administration or imposition of any Taxes of Terex B.V. and the Subsidiaries relating to any taxable year or period ending on or before the Closing Time (a "Pre-Closing Tax Return"). Pre-Closing Tax Returns shall be filed on or before their respective due dates (including extensions). Such Returns shall be prepared on a basis consistent with Returns prepared for prior taxable periods, except as otherwise required by law or regulation. At least 15 days prior to the filing of a Pre-Closing Tax Return, Seller shall provide Buyer with a copy of such Pre-Closing Tax Return for Buyer's review and Sellers agree comment. If any such Returns cannot be completed and filed by Seller until after the Closing Time, Buyer shall cause the relevant officer(s) of Terex B.V. and each Subsidiary to furnish sign and file such Returns after they have been completed by Seller (and before the due date of such Returns). (b) Buyer shall be responsible for the preparation and timely filing of all Returns of Terex B.V. and the Subsidiaries for all taxable periods commencing after the Closing Time (the "Post-Closing Tax Returns"). The Post-Closing Tax Returns shall be prepared on a basis consistent with the Pre-Closing Tax Returns unless a different treatment is required by law or regulation. If Buyer takes any position or uses any methodology on any such Return that is inconsistent with any position or methodology taken or used by Terex B.V., any Subsidiary, or Seller in prior periods (unless Buyer's position or methodology giving rise to the inconsistency is required (i) by a law or regulation, or (ii) in the opinion (reasonably acceptable to Seller and its counsel) of a reputable law firm (the "Law Firm") satisfactory to Seller and its counsel, by other applicable legal authorities in effect for the taxable period covered by such Return), then Buyer shall be responsible for, and shall indemnify and hold harmless, on an after-tax basis, Seller against, any increase in Taxes with respect to any Pre-Closing Tax Return resulting from such inconsistent position or methodology. Buyer shall not make any assertion or make any election the effect of which would be to exclude Terex B.V. or any Subsidiary, to the extent otherwise eligible therefor, from any consolidated Return of Terex B.V. (or any consolidated or combined Return of Seller's consolidated group) for any Pre-Closing Tax Return unless required by law or regulation. (c) Notwithstanding anything to the contrary contained in Section 10.1(a), Buyer shall be responsible for the preparation and timely filing of any Returns of Terex B.V. and the Subsidiaries for taxable periods, if any, that begin before the Closing Time and end after the Closing Time ("Straddling Returns"). The Straddling Returns shall be prepared on a basis consistent with Pre-Closing Tax Returns unless a different treatment is required by law or regulation. Notwithstanding anything to the contrary contained in this Article 10, at least 15 days prior to the filing of any Straddling Returns required to be caused to be filed by Buyer hereunder, Buyer shall submit copies of such returns to Seller for its review and approval. In the event of any dispute with respect to any Straddling Returns, Buyer shall file the final form of such returns prior to the due date therefor without prejudice to Seller's right to dispute the amount of Taxes for the tax period covered thereby. Seller shall be responsible for, and shall indemnify and hold Buyer harmless against, so much of any Tax liability shown on a Straddling Return as is properly allocable to a pre-Closing Time period, net of any current Tax savings directly or indirectly received by Buyer as a result of paying such Tax liability. The portion of Terex B.V.'s and each Subsidiary's taxable income, gain, loss and any resulting Tax shown on a Straddling Return which is properly allocated to a pre-Closing period shall be determined by (i) assuming that Terex B.V.'s and each Subsidiary's taxable year ends as of the close of business on the Closing Date, (ii) allocating to the pre-Closing period any other income, gain, loss or deduction of Terex B.V. and each Subsidiary from any source, by closing, on an actual basis (or if an actual closing is not feasible, on a pro forma basis taking into account extraordinary items, allocated solely to the pre-Closing period) the books of Terex B.V. and each Subsidiary as of the close of business on the Closing Date, and (iii) preparing Returns based on the income, gain and losses determined on a basis consistent with the methodology and elections employed by Terex B.V. and each Subsidiary in prior years as adjusted to reflect any subsequent adjustments to such Returns. (d) Except as otherwise required by any then effective law or regulation or, in the opinion (reasonably acceptable to Seller and its counsel) of the Law Firm, by other applicable legal authorities, without the prior written consent of Seller (which consent shall not, in any case, be unreasonably withheld), Buyer shall not make or cause Terex B.V. or any Subsidiary to be furnished make any election, change an annual accounting period or adopt or change any accounting method if any such election, change or adoption would have the effect of increasing the Tax liability of Terex B.V. or any Subsidiary with respect to any Pre-Closing Tax Return. (e) If, consistent with the provisions of this Article 10, Seller desires to amend a Pre-Closing Tax Return, Buyer shall cooperate in such matter to the extent reasonable. Seller shall indemnify and hold Terex B.V., each otherSubsidiary, upon requestand Buyer harmless, as promptly as practicableon an after-tax basis, against any increase in any Taxes with respect to Post-Closing Tax Returns directly resulting from any adjustments to items of income, gain, deduction, loss or credit reflected in such amendment. (f) Seller shall retain all books, records, returns, schedules, documents and all papers or relevant items of information and assistance relating to the Company as is reasonably necessary for the filing Federal, state, foreign or other Tax liability of all Tax Returns Terex B.V. and the making of Subsidiaries for any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Pre-Closing Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of all statutes of limitations for claims to which such documents may pertain; provided that if the applicable statute of limitations for such claims survive indefinitely (including extensions) for example, with respect to net operating losses), Seller shall retain the taxable years documents pertaining to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or a period of seven years after the Closing Date; Date. Thereafter, Seller shall have the right to dispose of or destroy any such items; provided that, prior to such disposal or destruction, Seller shall provide Buyer with written notice of its intent to do so. For a period of 30 days after its receipt of such notice, Buyer shall have the right, at its sole cost and expense, promptly to remove or obtain copies (iiior, if necessary, originals) all real property Taxes, personal property Taxes of such items and similar ad valorem obligations levied take whatever action Buyer may desire with respect to such items. Notwithstanding the Company for a taxable period which includes (but does not end on) the Closing Date (collectivelyforegoing, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, Seller shall reasonably cooperate with Buyer and furnish copies of any such items to Buyer, on the other handat Buyer's sole cost and expense, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)upon written request. (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer FNF shall prepare and Sellers agree to furnish timely file, or cause to be furnished to each otherprepared and timely filed, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of taking into account applicable extensions (i) all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange each FNF Consolidated Group for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after before the Closing Date; Spin-Off Date, (ii) all Passthrough Tax Returns for taxable periods beginning on or before the Spin-Off Date, and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied Tax Returns of Imaging or with respect to the Company for a taxable period which includes Imaging Business required under applicable Law to be filed (but does not end ontaking into account applicable extensions) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date Spin-Off Date. (b) After the Spin-Off Date, New Holdco shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all other Tax Returns of Imaging or with respect to the number Imaging Business, and to the extent such Tax Returns are for a Pre-Spin-Off Taxable Period (or portion thereof), such Tax Returns shall be prepared on a basis consistent with past practices and prior Tax reporting positions of or related to the Imaging Business (except as otherwise required by applicable Law). New Holdco shall provide to FNF, (i) at least 30 days prior to the applicable deadline for filing any income Tax Return and (ii) as soon as reasonably practicable prior to the applicable deadline for filing all other Tax Returns, in each case, for a Pre-Spin-Off Taxable Period related to the Imaging Business, a copy of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible Tax Return, along with supporting workpapers, for the portion of each such Apportioned Obligations attributable FNF’s review and comment, and to the number of days on or before the Closing Date in the relevant assessment periodextent FNF has any comments with respect to such Tax Return, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date extent such comments are not inconsistent with applicable law, New Holdco shall incorporate such comments in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)such Tax Return. (c) All refunds of Taxes related Notwithstanding anything to the Company contrary in this Agreement, for all Tax purposes, the parties shall report any period prior Extraordinary Transactions that are caused or permitted to occur by New Remy, New Holdco or any of their respective subsidiaries on the Closing Spin-Off Date after the completion of the Mergers as occurring on the day after the Spin-Off Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law. The parties hereto agree that neither party will make a ratable allocation election under Treasury Regulations Section 1.1502-76(b)(2)(ii)-(iii) or any other similar provision of state or local Law, and all allocations between the Pre-Spin-Off Taxable Period and the Post-Spin-Off Taxable Period shall be the property of Sellers. To the extent that Buyer or the Company receives made on a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership “closing of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority)books method.”

Preparation of Tax Returns. (a) Buyer and Sellers agree to furnish The Company shall prepare, or cause to be furnished prepared, and timely file, or cause to each otherbe timely filed, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years Company and its Subsidiaries that are required to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days filed on or before the Closing Date in and pay all Taxes due with such Tax Returns. Except with respect to the relevant assessment period, IRS Forms 1065 (yand corresponding state and local income Tax Returns) Buyer is responsible for the portion Pre-Closing Tax Periods and Straddle Periods to be filed for the Company and each of each the Company Subsidiaries which are classified for U.S. federal income tax purposes as a partnership, which will be prepared, or caused to be prepared, and timely filed, or caused to timely filed, at ParentCo’s sole expense, by the Company Representative, the Resulting Issuer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries that are required to be filed after the Closing Date. All such Apportioned Obligations attributable Tax Returns with respect to the number of days a Pre- Closing Tax Period or a tax period that begins before and ends after the Closing Date (a “Straddle Period”) that are to be prepared and filed pursuant to this Section 9.07(a) shall be (i) prepared and timely filed in a manner consistent with the relevant assessment period, most recent past practice and methods of the Company and its Subsidiaries and Section 9.07(b) (except as otherwise required by applicable Law) and (zii) each Party delivered to the non-preparing party (i.e., ParentCo with respect to Company and Company Representative prepared Tax Returns and the Company Representative with respect to ParentCo prepared Tax Returns) for its review (X) with respect to Income Tax Returns, no later than 30 days before the filing date thereof and (Z) with respect to all other Tax Returns, within three (3) days of filing. If the non- preparing party agrees with the Income Tax Returns, then such Income Tax Returns shall be entitled timely filed or cause to reimbursement for be filed by the payment of any part preparing party. If, within twenty (20) days after the receipt of the other Party’s portion Income Tax Returns, the non-preparing party notifies the preparing party that it disputes the manner of any Apportioned Obligations). (c) All refunds preparation of Taxes related to the Income Tax Returns, then ParentCo and the Company Representative shall attempt to resolve their disagreement within five days following the notification of such disagreement. If ParentCo and the Company Representative are not able to resolve their disagreement, then the disputed items shall be submitted to an accountant mutually agreed to by the Parties (the “Settlement Accountants”) as an expert and not an arbitrator, for resolution on at least a more-likely- than-not basis. ParentCo and the Company Representative shall use their reasonable efforts to cause the Settlement Accountants to resolve the disagreement within 30 days after the date on which they are engaged or as soon as possible thereafter. The determination of the Settlement Accountant shall be final and binding on the parties. If the Settlement Accountants are unable to resolve any period such dispute prior to the Closing due date (with applicable extensions) for any such Income Tax Return, such Income Tax Return shall be filed as prepared by the property preparing party subject to amendment, if necessary, to reflect the resolution of Sellersthe dispute by the Settlement Accountants. To The cost of the extent that Buyer or services of the Settlement Accountant shall be borne by the party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Settlement Accountant. The Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer and its Subsidiaries shall promptly timely pay to each Seller an the applicable Tax authorities the amount of such Tax refund proportional to such Seller’s ownership Taxes of the Company Shares prior and its Subsidiaries due with respect to the Closing (including any interest thereon actually received from the Governmental Authority)such Income and other Tax Returns.

Preparation of Tax Returns. (a) Buyer and Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (ai) Buyer and Sellers agree to furnish With the exception of any Tax Returns described in Section 9.03(f) (which shall be governed by such Section), Seller shall prepare or cause to be furnished prepared and timely file or cause to each otherbe timely filed, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) Companies for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns of the Companies (excluding its affiliates) shall be subject to the prior review and approval by and consultation with the number Purchaser at least 30 days prior to the due date thereof (including extensions). Except as otherwise agreed herein, Seller shall timely pay such Taxes of days the Companies with respect to all such periods. (ii) With the exception of any Tax Returns described in Section 9.03(f) (which shall be governed by such taxable period Section), Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed, subject to the prior review and reasonable approval of Seller, any Tax Returns of the Companies for Tax periods which begin before the Closing Date and end after the Closing Date (it being understood that (xand, subject to Section 7.04(d) Sellers are responsible for with respect to the portion of each such Apportioned Obligations attributable to the number of days on or period that begins before the Closing Date in and ends on the relevant assessment periodClosing Date, timely pay all Taxes reported as due on such Tax Returns. Except as otherwise agreed herein, following written notification from the Purchaser of the amount of such Taxes and the date such Taxes are to be paid, Seller shall pay to Purchaser within fifteen (y15) Buyer is responsible for days before the date on which Taxes are paid with respect to such periods an amount equal to the portion of each such Apportioned Obligations attributable Taxes which relates to the number portion of days such Tax period ending on and including the Closing Date. With the exception of any Tax Returns described in Section 9.03(d) (which shall be governed by such Section), Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Companies and the Subsidiary for Tax periods which end after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)Date. (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer Parent shall prepare and Sellers agree file, on a basis consistent with past practice, all Tax Returns that relate to the Company or any of its Subsidiaries and that are required to be filed with respect to any taxable period of the Company or any of its Subsidiaries that is a Pre-Closing Tax Period. With respect to any such Pre-Closing Tax Period, Purchaser shall, and shall cause the Company and its Subsidiaries to, timely furnish, in a manner consistent with past practice, such information as is reasonably requested by Parent in order for Parent to prepare its consolidated federal Tax Returns and any other Tax Returns required to be prepared by Parent pursuant to this Section 6.3(a); provided that if the Closing occurs on or before December 31, 2008, Purchaser shall, and shall cause the Company and its Subsidiaries to, furnish such information to Parent no later than July 1, 2008. Any Tax Return that relates to or includes a Pre-Closing Tax Period of the Company or any of its Subsidiaries prepared by Parent and required to be filed by the Company after the Closing shall be furnished by Parent to Purchaser or the applicable Subsidiary, as the case may be, for signature at least twenty (20) days prior to the due date for filing such Tax Return (taking into account extensions); provided that signing a Tax Return pursuant to this subsection shall not be considered an acknowledgment that such Tax Return complies with the requirements of this Agreement. (b) Purchaser shall prepare and file, or cause to be furnished prepared and filed, in a timely manner, all Tax Returns required to each other, upon request, as promptly as practicable, be filed by or on behalf of the Company or any of its Subsidiaries with respect to any taxable period that is a Straddle Period of the Company or any of its Subsidiaries. Purchaser shall furnish such information Tax Returns described in the immediately preceding sentence to Parent for its review and assistance relating comment within a reasonable time prior to the due date of such Tax Return and shall consider in good faith any changes reasonably requested thereto by Parent; provided that if the Closing occurs on or before December 31, 2008, Purchaser shall furnish such Tax Returns to Parent for review and comment no later than July 15, 2009. With respect to any Tax Returns for any Straddle Period of the Company or any Subsidiary, (i) to the extent permitted pursuant to applicable Tax Law, Parent may, and Purchaser or its Affiliates shall, at Parent’s direction, cause the Company and its Subsidiaries to, take all steps as is may be reasonably necessary for necessary, including the filing of all elections or Tax Returns and with any applicable Governmental Authority, to cause such period to end on the making of any election related to TaxesClosing Date, or (ii) if the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. foregoing clause (i) Sellers and of this Section 6.3(b) is inapplicable, to the extent permitted by applicable Law, Parent shall report the operations of the Company shall and its Subsidiaries in a combined, consolidated or unitary Tax Return required to be liable, jointly and severally, filed by Parent or an Affiliate of Parent only for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days that portion of such taxable period that ends on or prior to the Closing Date and the number of days of Date, notwithstanding that such taxable period after does not end on the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)Date. (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a) Buyer On or before the statutory due date, the Vendors shall be responsible for preparing and Sellers agree to furnish or cause to be furnished to each otherfiling, upon requeston behalf of and in the name of the Corporation, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute Corporation required by law to be filed for any taxation year of limitations (including extensions) for the taxable years Corporation ending on the Closing Date that are not required to which such Tax Returns and other documents relate andbe filed on or before the Closing Date, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours.provided that: (i) Sellers and the Company cost of preparing all such Tax Returns shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable the account of the Vendors (as a post-closing adjustment to the Company, in each case attributable to all periods prior to the Closing Date; Purchase Price or otherwise); (ii) Buyer liable the Vendors shall be responsible for and shall pay the payment of all Taxes, whether assessed or unassessed, applicable to the Company, Taxes due in each case attributable to periods beginning on or after the Closing Date; and respect of any such Tax Returns; (iii) all real property Taxessuch Tax Returns shall be consistent in all material respects with prior Tax Returns filed by the Corporation and its predecessors for prior taxation years, personal property Taxes and similar ad valorem obligations levied with respect including claiming maximum deductions available to be claimed if claimed in such prior Tax Returns; and (iv) prior to filing any such Tax Returns, the Vendors shall first supply draft copies of the documents to the Company Purchaser for a taxable period which includes input and comment and request that the Purchaser provides its consent to the filing of such Tax Returns, such consent not to be unreasonably withheld. (but does not end onb) the Closing Date (collectivelyThe Parties undertake to inform each other of, and to cooperate with each other in respect of, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, preparation and Buyer, on the other hand, as filing of any Tax Returns of the Closing Date based on Corporation required by law to be filed for any taxation year of the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days Corporation ending on or before the Closing Date in and any audit inquiries with respect to any such Tax Returns involving the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)Corporation. (c) All refunds of Taxes related The Corporation’s taxable year shall close with respect to the Company Purchased Interests as contemplated by United States Treasury Regulations Section 1.706-1(c)(2)(i). Vendors’ distributive share of the Corporation’s taxable income or loss for any period prior to the taxable year of the Closing shall be determined on the property basis of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership interim closing of the Company Shares prior to books of the Corporation as of the close of business on the Closing Date, and shall not be based upon a proration of the taxable income or loss of the Corporation for the entire taxable year. If required, a Schedule K-1 to United States Form 1065 for Vendors based upon the allocation of the Vendors’ distributive share set forth above shall be prepared as soon as reasonably practicable after the close of the taxable year and delivered to Vendors for purposes of facilitating the timely filing of any federal, state, and local tax returns of Vendors. (including any interest thereon actually received from d) Upon the Governmental Authority)request of Purchaser, Vendors shall request the Corporation to make an election under Section 754 of the United States Internal Revenue Code, as amended, and reasonably cooperate with the Corporation in making this election.

Preparation of Tax Returns. (1) The Purchaser shall cause to be prepared and filed on a timely basis all Tax Returns for the Corporation for (a) Buyer any Pre-Closing Tax Period for which Tax Returns have not been filed as of the Closing, and Sellers agree (b) for any Straddle Period for which Tax Returns are required to furnish be prepared and filed (all Tax Returns referred to in clause (a) and (b) above collectively being referred to herein as the “Stub Period Returns”). Each Stub Period Return shall be delivered to the Vendors in draft form not less than 30 days prior to their required filing date for any income Tax Returns and as soon as reasonably practicable for any other Tax Return for the Vendors’ review and comment, with such comments to be considered in good faith for implementation by the Purchaser. In any Stub Period Return, the Corporation shall not deduct any amount in the nature of a reserve or claim any Tax credit that would require the Corporation to include in a tax period ending after the Closing any amount of income. For the avoidance of doubt, the Purchaser may cause the Corporation to make an election pursuant to subsection 256(9) of the ITA in respect of the taxation year of the Corporation ending on the acquisition of control of it by the Purchaser, provided that advance notice (not less than five days prior to Closing) has been provided to the Vendors. (2) The Vendors shall fund or cause to be furnished to each otherfunded, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary extent not paid by Closing or reserved for in the filing Financial Statements and included in the calculation of Closing Date Working Capital, payment by the Corporation of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration Taxes of the applicable statute of limitations Corporation for any Pre-Closing Tax Period (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years as determined under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours7.10(1)). (i3) Sellers and In the Company shall be liablecase of any Straddle Period, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable the amount of Taxes allocable to the Company, in each case attributable to all periods portion of the Straddle Period ending immediately prior to the Closing Date; shall be: (iia) Buyer liable in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for and shall pay all Taxes, whether assessed or unassessed, applicable to the Companyentire Straddle Period (or, in each the case attributable to periods beginning of such Taxes determined on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectivelyan arrears basis, the “Apportioned Obligations”amount of such Taxes for the immediately preceding period) will be apportioned between Sellersmultiplied by a fraction, on the one hand, and Buyer, on the other hand, as numerator of the Closing Date based on which is the number of calendar days of such taxable period on or 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 taxable Taxes determined as if such tax period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable ended immediately prior to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations)Closing. (c) All Any Tax refunds of Taxes related or credits, including refunds or credits arising pursuant to the Company for any period Scientific Research and Experimental Development tax incentive, that are received by the Corporation after Closing but prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund date that is the property third anniversary of Sellers the Closing Date (and which have not otherwise been accounted for between the Parties) by the Corporation or, to this Section 4.4(c)the extent related to Taxes paid by the Corporation, Buyer the Purchaser or any of its Affiliates, that relate to a Pre-Closing Tax Period shall promptly be for the account of the Vendors, and the Purchaser shall pay over to each Seller an the Vendors any such refund or the amount of any such credit (in each case, net after Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received arising from the Governmental Authority)receipt or accrual thereof) within 10 Business Days after receipt or entitlement thereto.

Preparation of Tax Returns. (a) Buyer and Sellers the Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers The Seller and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellersthe Seller, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are The Seller is responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellersthe Seller. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers the Seller to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares Membership Interests prior to the Closing (including any interest thereon actually received from the Governmental Authority).

Preparation of Tax Returns. (a1) Buyer CIGNA shall prepare and Sellers agree file (or shall cause to furnish be prepared and filed), and the appropriate Acquired Company shall pay (or cause to be furnished paid) all Taxes shown to each otherbe due and owing on, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns required to be filed by or on behalf of (i) any Acquired Domestic Company and any Acquired International Company which is included in CIGNA's U.S. consolidated federal Income Tax Return with respect to all Pre-Closing Tax Periods and (ii) any Acquired International Company (except for those Acquired International Companies covered by Section 6.5(a)(i)) with respect to all Pre-Closing Tax Periods for which Tax Returns are due to be filed on or before the making Closing Date, and, as of any election related to Taxesthe time of filing, the preparation of any audit by any Governmental Authority will be true and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and correct in all material records respects and prepared in a manner consistent with past practices. The Purchaser shall or other documents relating theretoshall cause the Acquired Companies to provide to CIGNA, until as soon as such information is available but in no event later than five months prior to the expiration of the applicable statute of limitations due date (including extensions) for filing the taxable years Tax Return to which such information relates (or as soon thereafter as is reasonably practicable), all information regarding the Acquired Companies reasonably required to complete the Tax Returns and for which CIGNA has filing responsibility pursuant to this Section 6.5(a) for any Pre-Closing Tax Period. The Purchaser shall cause the Acquired Companies to provide any other documents relate Tax related information reasonably requested by CIGNA within five business days of such request. All Tax Returns (or copies thereof) as to which CIGNA has filing responsibility under this Section 6.5 shall be, if reasonably practicable, provided to the Purchaser a reasonable amount of time prior to the due date (including extensions) for filing that Tax Return, and, unless if such Tax Return is not provided to Purchaser in a reasonable amount of time prior to the relevant portions due date for filing that Tax Return, a draft of such Tax Returns and other documents are offered Return shall be provided. If a draft of a Tax Return has been provided pursuant to the other partypreceding sentence, until CIGNA shall provide the Purchaser with the final determination of Tax Return as soon as is practicable, along with a schedule indicating any payments which may be required in respect of changes from the draft Tax Return. If the Purchaser has any dispute regarding any such years under this Agreement or Tax Return as presented by CIGNA, such longer period as may be required hereof. Any information obtained under this Section 4.4(a) Tax Return shall be kept confidentialfiled as prepared by CIGNA, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party Purchaser thereafter shall be entitled to reimbursement initiate a dispute under Section 6.12 hereof. The Purchaser shall prepare and file all other Tax Returns. The Purchaser shall not file, or permit any affiliate to file, any amended Tax Returns for any of the payment Acquired Companies with respect to Pre-Closing Tax Periods without the prior written approval of CIGNA, which approval shall not be unreasonably withheld. Nothing in the preceding sentence is intended to modify the rights or obligations of any part of the other Party’s portion of any Apportioned Obligations)person under Section 6.6 hereof. (c) All refunds Consistent with past practice, CIGNA shall include the appropriate Acquired Domestic Companies and Acquired International Companies in its United States consolidated federal Income Tax Return (and in any state or local Tax Return filed on a similar basis) through the close of Taxes related to the Company for any period prior to business on the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority)Date.

Preparation of Tax Returns. The Stockholders shall at their expense prepare and file or otherwise furnish to the appropriate party (a) Buyer and Sellers agree to furnish or cause to be furnished prepared and filed or so furnished) in a timely manner all tax returns of DRMS or, if necessary, shall prepare and deliver (or cause to be prepared and delivered) such tax returns to DRMS for signing or filing, for all taxable years or periods (including, but not limited to, the Company's S short year) ending prior to or on the Closing Date that have not been filed prior to the Closing Date. CORE shall prepare and file (or cause to be prepared and filed) all tax returns of DRMS for any taxable year or period that ends after the Closing Date. The Stockholders, DRMS and CORE shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, authors and other representatives reasonably cooperate, in preparing and filing all tax returns, including maintaining and making available to each other, upon request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of other all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing reporting of Tax Returns or claims for refund or taxes and fees and in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers resolving all disputes and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable audits with respect to all periods prior relating to taxes and fees. CORE, DRMS and the Closing Date; (ii) Buyer liable for Stockholders recognize that the Stockholders and shall pay all Taxestheir agents and other representatives will need access, whether assessed or unassessedfrom time to time, applicable to the Company, in each case attributable to periods beginning on or after the Closing Date; Date, to certain accounting records and (iii) all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect information held by DRMS to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, extent such information and Buyer, on the other hand, as of the Closing Date based on the number of days of such taxable period records pertain to events occurring on or prior to the Closing Date Date; therefore, each of CORE, DRMS and the number of days of Stockholders agree (i) to use their best efforts to properly retain and maintain such taxable period records 37 until such time as the Stockholders agrees that such retention and maintenance is no longer necessary (but in no event longer than six years after the Closing Date Date) and (it being understood that (xii) Sellers are responsible for to allow the portion of each such Apportioned Obligations attributable Stockholders and their respective agents and other representatives, at times and dates mutually acceptable to the number of days on or before the Closing Date in the relevant assessment periodparties, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment periodinspect, review and (z) each Party shall be entitled to reimbursement for the payment of any part of the other Party’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount make copies of such Tax refund proportional records as the Stockholders and their agents and other representatives may deem necessary or appropriate from time to time, such Seller’s ownership of activities to be conducted during normal business hours and at the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority)requesting Stockholder's expense.

Preparation of Tax Returns. (a) Buyer The Managing Member shall be responsible for the preparation and Sellers agree timely filing of all tax returns required to furnish be filed by the Company, including arranging for the preparation of such tax return by an accounting firm or other qualified adviser; provided, however, that prior to filing the Company’s Internal Revenue Service Form 1065, any material foreign, state or local income tax return of the Company, or any material franchise tax return of the Company, the Managing Member shall submit such tax return no less than thirty (30) days prior to its due date to GE for its review, and shall not file or cause to be furnished filed any such tax return with the applicable taxing authority without the consent of GE, which consent shall not be unreasonably withheld or delayed. GE may object to the filing of such tax return by delivering a written notice to the Managing Member within ten (10) days of receipt of such tax return from the Company. Such written notice shall specify the item or items included in the tax return disputed by GE. After delivery of such written notice, GE and the Managing Member shall use commercially reasonable efforts to resolve the dispute. If GE and the Managing Member are unable to resolve such dispute within five days, the disputed item or items shall be resolved within ten (10) days using the procedures set forth in the Tax Matters Agreement. If GE does not object to the filing of such tax return within ten (10) days of receipt of such tax return from the Managing Member, GE shall be deemed to have consented to the filing of such tax return by the Managing Member. The cost of such preparation and filing shall be borne by the Company. (b) Except as explicitly set forth in this Agreement, the Managing Member shall make any decisions with respect to tax elections or other decisions relating to taxes of the Company; provided, however, that in the case of any election that could reasonably be expected to have an adverse effect on GE that is material and disproportionate as to its effect on GE (as compared to its effect on Newco), such election shall not be made without the consent of GE, which consent shall not be unreasonably withheld or delayed. The Managing Member shall cause the Company to furnish to each other, upon request, Member (i) as promptly soon as practicable, reasonably practicable after the close of each Fiscal Year such information and assistance relating to concerning the Company as is reasonably necessary required for the filing of all Tax Returns and the making of any election related to Taxes, the preparation of any audit by any Governmental Authority such Member’s income tax returns and the prosecution of or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 4.4(a), including all Tax Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the applicable statute of limitations (including extensions) for the taxable years to which such Tax Returns and other documents relate and, unless the relevant portions of such Tax Returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement or such longer period as may be required hereof. Any information obtained under this Section 4.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax-related proceeding. Each Party agrees to afford the other reasonable access to such records during normal business hours. (i) Sellers and the Company shall be liable, jointly and severally, for and shall pay all Taxes, whether assessed or unassessed, applicable to the Company, in each case attributable to all periods prior to the Closing Date; (ii) Buyer liable for and shall pay all Taxes, whether assessed or unassessed, applicable to as soon as reasonably practicable after the close of each of the Company’s first three fiscal quarters of each Fiscal Year, in each case attributable such information concerning the Company as is reasonably required to periods beginning on or after enable the Closing Date; Member to calculate and pay estimated taxes, and (iii) all real property Taxesinformation (including without limitation a Schedule K-1 and any comparable foreign, personal property Taxes state and similar ad valorem obligations levied with respect local tax forms) as shall be necessary to enable each Member to prepare its income tax returns and shall provide such information no later than five Business Days after the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) will be apportioned between Sellers, on the one hand, and Buyer, on the other hand, as filing of the Closing Date based on the number of days of such taxable period on or prior to the Closing Date and the number of days of such taxable period after the Closing Date (it being understood that (x) Sellers are responsible for the portion of each such Apportioned Obligations attributable to the number of days on or before the Closing Date in the relevant assessment period, (y) Buyer is responsible for the portion of each such Apportioned Obligations attributable to the number of days after the Closing Date in the relevant assessment period, and (z) each Party shall be entitled to reimbursement for the payment of any part of the other PartyCompany’s portion of any Apportioned Obligations). (c) All refunds of Taxes related to the Company for any period prior to the Closing shall be the property of Sellers. To the extent that Buyer or the Company receives a Tax refund that is the property of Sellers to this Section 4.4(c), Buyer shall promptly pay to each Seller an amount of such Tax refund proportional to such Seller’s ownership of the Company Shares prior to the Closing (including any interest thereon actually received from the Governmental Authority).appropriate tax returns..