Common use of Responsibility for Filing Tax Returns Clause in Contracts

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with include the appropriate Governmental Authorities all Tax Returns in respect income of the Companies that are required to be filed in respect and the Subsidiaries on Seller's consolidated federal income Tax Returns (and any state consolidated, unitary or combined Tax Returns) for all periods through the end of a Pre-the Closing Tax Period, Date and shall pay all any income Taxes due with respect attributable to such income. The Companies and the Subsidiaries shall furnish Tax Returns. information to Seller for inclusion in Seller's federal consolidated income Tax Return (bor such state Tax Return described in the preceding sentence) Buyer shall prepare or cause to be prepared for the period that includes the Closing Date in accordance with the Companies' and file or cause to be filed when due all other Tax Returns with respect to the Subsidiaries past custom and practice. The income of the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) the Subsidiaries shall be prepared in a manner consistent with past practice; provided further, that apportioned to the period up to the Closing Date and the period after the Closing Date by closing the books of the Companies and the Subsidiaries as of the Closing Date. Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period all other Tax Return Returns for the Companies and their Subsidiaries for all periods ending on or prior to the Closing Date that is required are due after the Closing Date. (b) Purchaser shall prepare or cause to be prepared and file or cause to be filed within thirty (30) days of all other Tax Returns for the Companies and the Subsidiaries that are due after the Closing Date (other than Tax Returns with respect to periods for which a consolidated, unitary or combined Tax Return of Seller will include the operations of the Companies). Purchaser shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall remit any Taxes due in respect of make such revisions to such Tax Returns. With respect to each Straddle Period Tax Return to be filed Returns as are reasonably requested by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior Seller but only to the due date extent that such Tax Returns relate to Taxes for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated which Seller has an obligation to the Seller indemnify or has indemnified Purchaser pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement8.4.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (bi) Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns with respect to for the Companies Pre-Closing Tax Period for the Company and shall remit any Taxes due in respect its Subsidiaries that have not yet been filed as of such Tax Returns; provided that any the Closing Date. Each such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is except as otherwise required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returnsby applicable Law. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at At least thirty (30) days prior to the due date for filing on which each such Straddle Period Tax Return is filed, Buyer shall submit such Tax Return to Seller for Seller’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Neither the Company nor any of its Subsidiaries shall waive any carryback of any net operating loss, capital loss or credit on any such Tax Return. (including valid extensionsii) together with a statement setting forth With respect to the amount preparation of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation andReturns, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller agree that all Transaction Tax Deductions shall reimburse be treated as properly allocable to the Pre-Closing Tax Period, except as otherwise required by applicable Law. Subject to the foregoing, Buyer shall include all Transaction Tax Deductions as deductions in the Tax Returns of the Company or its Subsidiaries for the Pre-Closing Tax Period that ends on the Closing Date to the extent deductible under applicable Law. For the portion of the day of the Closing after the time of Closing, other party no later than ten (10) Business Days following the due date for transactions expressly contemplated hereby, Buyer shall cause the Company and each of its Subsidiaries to carry on its business only in the ordinary course in the same manner as heretofore conducted. Buyer and the Company shall not take any Straddle Period Tax Return (taking into account action, or permit any valid extensions thereof) action to be filed taken, other than the transactions expressly contemplated hereby, that may prevent the Tax year of the Company and its Subsidiaries from ending for federal and state income Tax purposes at the end of the day on which the Closing occurs. (iii) To the extent the Transaction Tax Deductions are not fully utilized in the Pre-Closing Tax Period, Seller, Buyer, and the Company consent and agree that the Company shall elect to carry back any item of loss, deduction, or credit from any Transaction Tax Deductions to prior taxable years to the fullest extent permitted by Law (using any available short-form or accelerated procedures and filing amended Tax Returns to the other party extent necessary), and Buyer and the Company shall prepare and timely file, or cause to be prepared and timely filed, any claim for any Taxes due refund resulting from such carry back as part of the preparation and filing of the Tax Returns described in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementSection 9.09(a)(i).

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer Parent shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns with respect to for the Companies Company and shall remit any Taxes due in respect the Surviving Company that have not yet been filed as of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared the Closing Date, in a manner consistent with past practice; provided further, except as otherwise required by applicable Law. Parent shall deliver to Representative all income Tax Returns for any Pre-Closing Tax Periods (including Tax Returns for Straddle Periods) that are to be filed after the Closing Date for review and comment no less than fifteen (15) days before the applicable due date. Except to the extent that an amendment or election would not result in an increase in liabilities for a Pre-Closing Tax Period, Parent shall not, without the Representative’s prior written consent, cause or permit the Surviving Company to (i) amend any Tax Return that relates in whole or in part to any Pre-Closing Tax Period or (ii) make any election that has retroactive effect to any Pre-Closing Tax Period. (ii) Except to the extent that such refund is attributable to the carryback of a Tax attribute attributable to a Post-Closing Tax Period, the Company Securityholders shall be entitled to any Tax refunds that are received by Parent or the Surviving Company, and any amounts credited against Taxes to which Parent or the Surviving Company become entitled in any Post-Closing Tax Period of Company, that Seller relate to any Pre-Closing Tax Period, including Taxes paid with respect to a Pre-Closing Tax Period of Company. Parent shall prepare pay or cause to be prepared and file or cause paid over to be filed the Company Securityholders (in accordance with each Company Securityholder’s Distribution Allocation) any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth refund or the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of any such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, credit within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten twenty (1020) days after Buyer has received Seller’s written request for changes, then any disputed issues receipt of such refund or after becoming entitled to such credit against Taxes. Any payment under this Section 7.8(a) shall be immediately submitted to the Independent Accounting Firm to resolve in considered a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementpurchase price adjustment.

Responsibility for Filing Tax Returns. (ai) Seller Paladin shall prepare or use its reasonable best efforts to cause to be prepared, prepared all Income Tax Returns for Paladin OP and file the Subsidiaries for all periods ending on or cause prior to the Closing Date the due dates of which are after the Closing Date (the “Paladin Returns”). All Paladin Returns shall be filed (timely prepared in a manner consistent with the past practicespractice of Paladin OP and the Subsidiaries with respect to the treatment of specific items on the Paladin Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties, fines, or similar amounts. Paladin shall use its reasonable best efforts to cause each of the Paladin Returns to be submitted to Parent at least fifteen (15) calendar days before the due date for the filing of the Paladin Return (taking into account any extensions) and Parent shall have the right to review and comment on the Paladin Returns. Paladin shall use its reasonable best efforts to cause all reasonable comments from Parent to be reflected on the Paladin Returns to the extent the comments are consistent with the appropriate Governmental Authorities standard set forth above. Paladin will timely pay all Tax Returns in respect Taxes of Paladin OP and the Companies that are required Subsidiaries attributable to be filed in respect of a Pre-Closing Tax Period, and shall pay including all Taxes due with respect to such Tax shown as payable on the Paladin Returns. (bii) Buyer Parent shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other any (A) Tax Returns with respect of Paladin OP and the Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date (the “Straddle Period”) and (B) any non-Income Tax Returns for Paladin OP and the Subsidiaries for all periods ending on or prior to the Companies and shall remit any Taxes Closing Date, in each case, the due in respect date (including extensions of such Tax time to file) of which is after the Closing Date (the “Buyer Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) ). All Buyer Returns shall be prepared and filed in a manner consistent with the past practice; provided furtherpractice of Paladin OP and the Subsidiaries with respect to the treatment of specific items on Parent Returns, that Seller unless such treatment does not have sufficient legal support to avoid the imposition of penalties, fines, or similar amounts. Parent shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days submit each of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect Buyer Returns to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Paladin at least thirty fifteen (3015) calendar days prior to before the due date for the filing such Straddle Period Tax of the Buyer Return (including valid taking into account any extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller and Paladin shall have the right to review and comment on the Buyer Returns. Parent shall reflect all reasonable comments from Paladin on the Buyer Returns to the extent such Straddle comments are consistent with the standard set forth above. At least five (5) calendar days before each Buyer Return is due to be filed, Paladin shall pay to Parent the amount of Taxes shown as payable on the Buyer Return that is attributable to the Pre-Closing Tax Period and any refunds due to Paladin OP shall be paid by Parent to Paladin. (iii) Paladin and Parent shall not take any action, or permit any action to be taken, that may prevent the Tax Return year of Paladin OP or any of the Subsidiaries from ending for all relevant Tax purposes at the end of the day on which the Closing occurs and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocationshall, to request in writing any reasonable changes the extent permitted by applicable Law, elect with the relevant taxing authority to such Straddle Period Tax Return. Seller treat for all purposes the Closing Date as the last day of a taxable period of Paladin OP and Buyer agree to consult and resolve in good faith any issue arising as a result each of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementSubsidiaries.

Responsibility for Filing Tax Returns. (ai) Seller Sellers shall prepare include the income and operations of the US Companies in the consolidated, unitary or cause combined Tax Returns of the ▇▇▇▇▇▇▇ US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of the US Companies ending on or prior to be preparedthe Closing Date, and file Sellers or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. . Sellers shall deliver a copy of separate pro forma returns with respect to the income and operations of the US Companies that were included in (bx) Buyer the U.S. federal Combined Tax Return for the period ending December 31, 2011 and (y) the U.S. federal Combined Tax Return for the Tax period of the U.S Companies ending on the Closing Date, in each case, to Acquiror at least twenty (20) days before the due date of such Combined Tax Return for Acquiror’s review and comment. Sellers shall consider in good faith any comments to such separate pro forma returns that are provided by Acquiror within five (5) days of the due date of the related Combined Tax Return. Sellers shall prepare or cause to be prepared and shall timely file or cause to be filed when due all other (A) Tax Returns of the Companies (other than Combined Tax Returns) that are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) and corporation Tax Returns of the Companies (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date that are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall timely pay or cause to be timely paid any and all Taxes due (taking into account any extensions of time to pay) with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Returns described in this sentence. All Tax Return Returns described in respect of a Straddle Period (a “Straddle Period Tax Return”this Section 7.2(c)(i) shall be prepared in a manner consistent with prior practice of the Companies unless a past practicepractice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Sellers shall deliver all such Tax Returns (other than Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Sellers shall permit Acquiror to review and comment on each such Tax Return (other than Combined Tax Returns) prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Acquiror. If applicable, Acquiror and any Company shall be responsible for signing and promptly filing any Tax Returns described in this Section 7.2(c)(i) (other than Combined Returns). In the event of a dispute between the Parties with respect to any item on any Tax Return described in this Section 7.2(c)(i), the Parties shall act in good faith to resolve any such dispute prior to the date on which such Tax Return is required to be filed. Acquiror agrees to file or cause to be filed all permitted extensions of time to file such Tax Returns that would be properly filed or caused to be filed by Acquiror as shall be reasonably required to allow any such dispute to be resolved. If the Parties hereto cannot resolve any disputed item, the item or items in question shall be resolved in a manner similar to that set forth in Section 2.6(e); provided furtherprovided, however, that Seller (x) Sellers and Acquiror shall designate a mutually acceptable, independent tax services firm to serve as the Auditor for purposes of resolving any such dispute and (y) such disputes shall not prevent the timely filing of any Tax Return described in this Section 7.2(c)(i). (ii) Acquiror shall prepare or cause to be prepared and timely file or cause to be filed all Tax Returns required to be filed (taking into account any extensions of time to file) by the Companies after the Closing Date (other than the Tax Returns for which Sellers or their Affiliates are responsible under Section 7.2(c)(i)). With respect to such Tax Returns that are required to be filed for Pre-Closing Tax Periods and Straddle Periods (collectively, “Seller Returns”), such Seller Returns shall be prepared by Acquiror in a manner consistent with past practice of the Companies unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Acquiror shall deliver (i) all Seller Returns that are income and franchise (in lieu of income) Tax Returns and (ii) all other Seller Returns that reflect a material amount of Taxes for which Sellers may be liable hereunder to Sellers, in each case, at least twenty (20) days before the due date thereof. Acquiror shall permit Sellers to review and comment on each Seller Return described in the preceding sentence prior to filing and shall make such revisions to such Seller Returns as are reasonably requested by Sellers. In the event of a dispute between the Parties with respect to any item on any Seller Return, the Parties shall act in good faith to resolve any such Straddle Period Tax dispute prior to the date on which such Seller Return that is required to be filed. Acquiror agrees to file or cause to be filed within thirty all permitted extensions of time to file such Seller Returns as shall be reasonably required to allow any such dispute to be resolved. If the Parties hereto cannot resolve any disputed item, the item or items in question shall be resolved in a manner similar to that set forth in Section 2.6(e) hereof; provided, however, that (30x) days Sellers and Acquiror shall designate a mutually acceptable, independent tax services firm to serve as the Auditor for purposes of resolving any such dispute and (y) such disputes shall not prevent the Closing Date and timely filing of any Seller Return. Acquiror shall remit any or cause to be remitted all Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the BuyerReturns described in this Section 7.2(c)(ii); provided, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty that not later than five (305) days prior to Business Days before the due date for filing such Straddle Period Tax Return (including valid extensions) together payment of Taxes with a statement setting forth the amount of Tax allocated respect to the any Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) of time to be filed by pay), Sellers shall pay to Acquiror an amount equal to that portion of the other party for any Taxes due in respect of shown on such Straddle Period Tax Seller Return for which such first party is responsible Sellers have an indemnification obligation pursuant to Section 7.2(a) above. Upon Sellers’ request, Acquiror shall promptly deliver to Sellers any Seller Return that Acquiror was not required to provide to Sellers for review and comment pursuant to this AgreementSection 7.2(c)(ii) and with respect to which Sellers are required to make a payment to Acquiror pursuant to the immediately preceding sentence or otherwise have an indemnification obligation pursuant to Section 7.2(a).

Responsibility for Filing Tax Returns. Sellers shall (ai) Seller shall prepare include the income of the Targets (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on the consolidated federal Income Tax Returns of Sellers and on the appropriate combined or cause consolidated state Income Tax returns for all periods through the end of the Closing Date and pay any Income Taxes attributable to be preparedsuch income, and (ii) timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be timely filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is are required to be filed within thirty (30) days by or with respect to any of the Targets for taxable years or periods ending on or before the Closing Date and shall remit pay any Taxes due in respect of such Tax Returns. With Such Tax Returns shall be prepared and filed in a manner consistent with prior custom and practice, except as required by any change in applicable Law. Buyer shall cause the Targets to furnish Tax information to Sellers for inclusion in the Targets’ Tax Returns for the period that includes the Closing Date in accordance with the Targets’ past custom and practice. Buyer shall cause the Targets to file all other Tax Returns for all periods other than periods ending on or before the Closing Date, and to pay any Taxes due in respect of such periods. Without the prior written consent of Sellers, such consent not to be unreasonably withheld, Buyer shall not, and shall not permit any of its Affiliates or the Targets to, amend any Tax Returns or make or change any Tax election or accounting methods, in each case with respect to each any Target relating to a Pre-Closing Tax Period or a Straddle Period Period, except to the extent required by applicable Tax Law. Upon a determination by Buyer or any such Affiliate or Target that such amendment or making or changing of any Tax elections or accounting methods is so required, Buyer shall promptly notify Sellers of such determination. Sellers or Buyer shall reimburse the other Party the Taxes for which Sellers or Buyer is liable pursuant to Section 9(a) but which are remitted in respect of any Tax Return to be filed by the other Party pursuant to this Section 9(c) upon the written request of the Party entitled to reimbursement setting forth in detail the computation of the amount owed by Sellers or Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least as the case may be, but in no event earlier than thirty (30) days prior to the due date for filing paying such Straddle Period Tax Return (including valid extensions) together with a statement setting forth Taxes. For the amount avoidance of Tax allocated doubt, such reimbursement obligations shall not be subject to the Seller pursuant to limitations on indemnification set forth in Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement8.

Responsibility for Filing Tax Returns. (ai) Seller Except as otherwise provided herein, Buyer, at its sole cost and expense, shall cause the Companies and each of the Companies’ Subsidiaries to prepare or cause to be prepared, and timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies and each of the Companies’ Subsidiaries due after the Closing Date. To the extent that are required a Tax Return of any Company or any of the Companies’ Subsidiaries due after the Closing Date relates to be filed in respect of a Pre-Closing Tax Period or a Straddle Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect shall be prepared by Shareholder or one of a Straddle Period its Affiliates consistent with past practices (a “Straddle Period Tax Shareholder Prepared Return”) shall be prepared in and any Taxes on such returns attributable to a manner consistent with past practice; provided further, that Seller shall prepare Pre-Closing Tax Period or cause to be prepared and file or cause to be filed any such the portion of the Straddle Period Tax Return that is required to be filed within thirty (30) days of ending on the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed paid by the Buyer, Buyer shall deliver Shareholder or included as a copy of such Straddle Period Tax Return at Current Liability. At least thirty ninety (3090) days prior to the due date of any Shareholder Prepared Return, Shareholder shall provide a draft of such Tax Return to the Buyer for filing the Buyer’s review and comment. The Buyer shall cause the Companies or applicable Companies’ Subsidiaries to file such Shareholder Prepared Returns with only those changes as may be agreed to in writing in advance by Shareholder. Except for Buyer Closing Date Transactions, Shareholder or BioScrip shall include the income of each Company and the Companies’ Subsidiaries (including any deferred items triggered into income under Regulation 1.1502-13, any excess loss account taken into income under Regulation 1.1502-19 and the effects of a Section 338(h)(10) Election) on Shareholder’s or BioScrip’s consolidated federal income Tax Returns for all periods through the Closing Date and Shareholder or BioScrip shall pay any Tax attributable to such income. (ii) Buyer shall not, and shall not allow Companies or any Companies’ Subsidiaries, to amend any Tax Return of the Companies and the Companies’ Subsidiaries for a Pre-Closing Tax Period or Straddle Period or otherwise initiate (or otherwise participate in) any other Shareholder Approved Tax Return Matter without the prior written permission of the Shareholder, which permission shall not be unreasonably withheld in instances where such action results in a Tax Loss for which no indemnity is owed by Shareholder. (including valid extensionsiii) together Buyer, the Companies and the Shareholder, agree with respect to certain Tax matters as follows: (A) Buyer, the Companies and the Companies’ Subsidiaries shall cooperate to make and/or implement all elections and decisions with respect to whether to carry back or carry forward a statement setting forth net operating loss or other Tax attribute or a Tax credit incurred or realized in a Pre-Closing Tax Period by the Companies or any Companies’ Subsidiaries consistent with the elections and decisions taken by the Companies, the Companies’ Subsidiaries, the Shareholder, or its Affiliates prior to Closing and to minimize the amount of Taxes payable by the Shareholder or its Affiliates for Pre-Closing Tax allocated Periods. (B) Buyer, the Companies and the Companies’ Subsidiaries shall treat any gains, income, deductions, losses, or other items realized by the Companies or the Companies’ Subsidiaries resulting from any Buyer Closing Date Transaction as occurring on the day after the Closing Date and each party hereto shall (and cause the Companies or the Companies’ Subsidiaries to) utilize the “next day rule” in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of state, local, or non-U.S. applicable Law) for purposes of reporting such items on applicable Tax Returns. (C) Neither Buyer, the Companies nor the Companies’ Subsidiaries shall make an election under Treasury Regulation Section 1.1502-76(b)(2) (or any similar provision of state, local or non-U.S. applicable Law) (or allow the Companies or the Companies’ Subsidiaries) to ratably allocate items incurred by the Companies or the Companies’ Subsidiaries. (D) To treat any indemnification payments as adjustments to the Seller pursuant Purchase Price. (E) To the extent available and at Buyer’s option, BioScrip, the Shareholder and the Companies, as applicable, shall join with Buyer in making a timely election under Section 338(h)(10) of the Code (and any corresponding election under state, local, and foreign Law) with respect to the purchase and sale of the Shares hereunder and with respect to each Company Subsidiary that is a corporation (collectively, a “Section 8.2 in respect 338(h)(10) Election”). Notwithstanding Section 12.2.1(iii)(B), Shareholder shall pay any Tax attributable to the making of the Section 338(h)(10) Election and Shareholder shall indemnify Buyer and the Company against any adverse consequences arising out of any failure to pay any such Straddle Period Tax ReturnTaxes. Seller shall have If a Section 338(h)(10) Election is made, the right to review such Straddle Period Tax Return and such allocation andShareholder, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocationCompanies, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree that the Purchase Price and the liabilities of the Companies and the Companies’ Subsidiaries (plus other relevant items) shall be allocated among the assets of the Companies and the Companies’ Subsidiaries for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer and delivered to consult Shareholder within thirty (30) days following the Closing Date for its approval. If Shareholder notifies Buyer in writing that Shareholder objects to one or more items reflected in the Allocation Schedule, Shareholder and resolve Buyer shall negotiate in good faith any issue arising as a result of the review of to resolve such Straddle Period Tax Return dispute; provided, however, that if Shareholder and allocation. In the even the Parties Buyer are unable to resolve any dispute with respect to the Allocation Schedule within ten fifteen (1015) days after Buyer has received Seller’s written request for changesfollowing the Closing Date, then any disputed issues such dispute shall be immediately submitted to resolved by the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax ReturnAuditor. The fees and expenses of the such Independent Accounting Firm Auditor shall be shared borne equally between Seller by Shareholder and Buyer. Each Buyer, the Companies and Shareholder shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. Any adjustments to the Purchase Price pursuant to Section 4.2 herein shall be allocated in a manner consistent with the Allocation Schedule. Unless otherwise required by a determination of a Governmental Entity that is final, neither Buyer and Seller nor the Companies shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period file a Tax Return (taking into account and Buyer and the Companies shall not allow the Companies’ Subsidiaries to file a Tax Return) that is inconsistent with any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible agreement pursuant to this AgreementSection 12.2.1(iii), and neither Buyer nor the Companies shall take any position (and Buyer and the Companies shall not allow the Companies’ Subsidiaries to take any position) during the course of any Tax Contest or other audit or proceedings that is inconsistent with any agreement pursuant to this Section 12.2.1(iii).

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns for the Company for all periods (or portions thereof) ending on or prior to the Closing Date, or which include the Closing Date, and in each case are filed after the Closing Date. The Shareholder shall reimburse Buyer for any unpaid Taxes of the Company with respect to all such periods to the Companies and shall remit any extent such Taxes due were not included in respect the calculation of such Tax Returns; provided that Working Capital. Except as required under applicable Law, any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in on a manner basis consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period the last previous similar Tax Return that is required to be filed within thirty (30) days of before the Closing Date and Date. Buyer shall remit any Taxes due in respect of consult with the Shareholder concerning such Tax ReturnsReturn. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver provide the Shareholder with a copy of such Straddle Period proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Shareholder) at least thirty 20 days prior to the filing of such Tax Return (30except that in the case of a Tax Return related to Taxes due within 90 days following the Closing Date, the copy shall be provided to the Shareholder within ten (10) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth filing). Buyer and the amount Shareholder shall use good faith efforts to resolve any dispute regarding the preparation of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days Returns after the date of receipt by Seller of such Straddle Period Closing Date for Tax Return periods beginning before the Closing Date. If Buyer and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties Shareholder are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changesregarding the preparation of such Tax Returns, then any disputed issues they shall be immediately submitted refer such dispute to the Independent Accounting Firm to resolve in a Auditor, whose determination shall be final binding matter prior to and conclusive on the due date for such Straddle Period Tax Return. The fees and expenses parties, with the cost of the Independent Accounting Firm Auditor shared equally by Buyer and the Shareholder. (b) For purposes of this Agreement (including in the calculation of Working Capital, in Section 12.2 and this ARTICLE IX) in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income, gains or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking taken into account any valid extensions thereof) as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be filed by made in a manner consistent with reasonable prior practice of the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementCompany.

Responsibility for Filing Tax Returns. (ai) The Seller shall prepare or cause to be preparedRepresentative shall, at the Sellers’ cost and file or cause to be filed expense, (in a manner consistent with past practicesA) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Periodprepare, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared all Tax Returns required to be filed by or on behalf of LPT for taxable periods ending on or before the Closing Date. All such Tax Returns shall be prepared and file filed in a manner that is consistent with the prior practice of LPT, except as required by applicable Law. The Seller Representative shall deliver or cause to be filed when due delivered drafts of all other such Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return for its review at least thirty (30) days prior to the due date for filing of any such Tax Return; provided, however, that such drafts of any such Tax Return shall be subject to the Buyer’s review and approval, which shall not be unreasonably withheld, conditioned or delayed; and (B) pay all Taxes due and payable in respect of all such Tax Returns; provided, however, that if (i) any such Tax Return is due after the Closing and is to be filed (or caused to be filed) by the Buyer, the Seller Representative shall pay (in immediately available funds) to the Buyer the amount of all such Taxes no later than three (3) Business Days prior to the earlier of the date such Tax Return is filed or the due date of such Tax Return. (ii) The Buyer shall, at its expense, prepare and timely file, or cause to be prepared and timely filed, all Straddle Period Tax Return (including valid extensions) together Returns required to be filed by LPT. All Straddle Period Tax Returns shall be prepared and filed in a manner that is consistent with a statement setting forth the amount prior practice of LPT, except as required by applicable Law. The Buyer shall deliver or cause to be delivered drafts of all Straddle Period Tax allocated Returns to the Seller pursuant Representative for its review at least thirty (30) days prior to Section 8.2 in respect the due date of such Straddle Period Tax Return. Seller shall have the right to review any such Straddle Period Tax Return and shall notify the Seller Representative of the Buyer’s calculation of the Sellers’ share of the Taxes of LPT for such allocation andStraddle Period (determined in accordance with Section 5.3(b)); provided, within 10 days after the date however, that such drafts of receipt by Seller of any such Straddle Period Tax Return Returns and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result calculations of the review Sellers’ share of such Straddle Period the Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date liability for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm (determined in accordance with Section 5.3(b)) shall be shared equally between subject to the Seller’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller and Buyer. Each Representative shall pay (in immediately available funds) to the Buyer the amount of Buyer and Seller shall reimburse the other party all such Taxes no later than ten three (103) Business Days following prior to the earlier of the date such Tax Return is filed or the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementReturn.

Responsibility for Filing Tax Returns. (a) Seller The Company shall prepare or cause to be prepared, and timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are Company required to be filed in respect of a Pre-on or prior to the Closing Tax Period, Date (giving effect to valid filing extensions) and shall timely pay all Taxes due with respect to such Tax Returns. (b) The Buyer shall prepare prepare, or cause to be prepared prepared, and timely file all Tax Returns of the Company for all Tax periods ending on or cause prior to the Closing Date required to be filed when and first due all other Tax Returns with respect after the Closing Date (giving effect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a valid filing extensions) or for Straddle Period (a “Straddle Period Tax Return”) shall be prepared Periods in a manner consistent with past practice; provided furthercustom and practice of the Company (unless otherwise required by applicable Law) and without a change of any election or any accounting method. To the extent permitted by applicable Law, that Seller shall prepare all income Tax deductions and other income Tax benefits related to the payment or cause to be prepared accrual of transaction and file bonus arrangements and all other expenses of the Company paid or cause to be filed any such Straddle Period accrued for Tax Return that is required to be filed within thirty (30) days of purposes on or before the Closing Date by or on behalf of the Company, including expenses related to the consummation of the Transactions (including Transaction Fees of the Company) shall be attributable to the Pre-Closing Tax Period and shall remit be claimed as current deductions on the income Tax Returns of the Company for the Pre-Closing Tax Period,; provided, however, that prior to filing any Taxes due in respect of such Tax Returns. With respect to each Straddle Period income Tax Return to be filed by the Buyeror paying any income Taxes, Buyer shall deliver submit such Tax Return (and related schedules, statements and supporting documentation) and a copy statement of Taxes owed in connection with the filing of such Straddle Period income Tax Return Returns at least thirty twenty (3020) days prior to the due date for filing such Straddle Period income Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated Returns to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller for its review and approval, which approval shall have the right to review such Straddle Period Tax Return and such allocation andnot be unreasonably withheld, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Returnconditioned or delayed. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse Buyer for all Taxes of or with respect to the other party no later than ten Company with respect to all Tax Returns described in this Section 6.2(b), to the extent relating to Pre-Closing Tax Periods, within three (103) Business Days following before payment by Buyer and/or the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect Company of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementTaxes.

Responsibility for Filing Tax Returns. (a) Seller EME shall prepare and file, or shall cause to be preparedprepared and filed, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Controlled Acquired Companies that (i) are required to be filed in respect on or before the Closing Date or (ii) are required to be filed after the Closing Date and (A) are Consolidated Tax Returns of EME or its Affiliates (but excluding, for the avoidance of doubt, any Income Tax Return of a Pre-consolidated or multiple entry consolidated group for Australian Tax purposes for periods after the Closing Tax PeriodDate), and shall pay all Taxes due or (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any taxable period ending on or before the Closing Date. Any such Tax ReturnsReturns that include taxable periods ending on or before the Closing Date (including any associated claims, elections or other notices or filings) shall be on a basis consistent with the last filed such Tax Return, except as otherwise required by Law; provided, any new claims, elections or other notices or filings made available as a result of a change in Law may be made so long as they do not have the effect of increasing a Controlled Acquired Company's liability for Taxes in a post-Closing period. EME shall provide a copy of any Tax Return described in clause (ii)(B) of the first sentence of this Section 7.1(a), and any Income Tax Return of a consolidated or multiple entry consolidated group for Australian Tax purposes that is to be filed by EME pursuant to the first sentence of this Section 7.1(a) after the date hereof, to the Purchaser Parties at least twenty (20) Business Days in advance of the due date for filing such return, and the Purchaser Parties shall be entitled to make comments regarding such return which EME is not required to adopt. If EME determines that any of the Controlled Acquired Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.1(a), EME shall be entitled to file or make such claim or amended Tax Return on behalf of such Controlled Acquired Company and will be entitled to control and make all decisions and take all actions in its sole discretion in connection with the prosecution of such refund claims; provided, however, that EME shall inform the Purchaser Parties at least twenty (20) Business Days before filing any such refund claim or amended Tax Return and thereafter shall promptly inform the Purchaser Parties of developments relating to such claim or Tax Return; and provided further, that EME shall not take any action pursuant to this sentence that shall result in any material Tax liability for any Controlled Acquired Company for a period after the Closing Date. (b) Buyer The Purchaser Parties shall prepare or cause to be prepared and shall file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is the Controlled Acquired Companies required to be filed within thirty (30) days of after the Closing Date. Any such Tax Returns that include taxable periods ending on or before the Closing Date and shall remit any Taxes due in respect of be on a basis consistent with the last such Tax ReturnsReturn, except as otherwise required by Law, provided any new claims, elections or other notices or filings made available as a result of a change in Law may be made so long as they do not have the effect of increasing a Controlled Acquired Company's liability for Taxes in a Pre-Closing Period. With respect to each Straddle Period (i) any Tax Return required to be filed by Purchaser for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period") and (ii) any Tax Return for non-Income Taxes to be filed by the BuyerPurchaser for a taxable period ending on or before the Closing Date, Buyer the Purchaser shall deliver a copy of such Straddle Period Tax Return to EME, at least thirty (30) days 30 Business Days prior to the due date for filing of such Straddle Period Tax Return (including valid extensions) together with Return, a statement detailed schedule setting forth the amount of Tax allocated for which the Purchaser Indemnified Parties are entitled to the Seller be indemnified pursuant to Section 8.2 in respect 11.5 and a copy of such Straddle Period Tax Return. Seller EME shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after schedule prior to the date of receipt by Seller filing of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller EME and Buyer Purchaser agree to consult and resolve in good faith any issue arising as a result of the EME's review of such Straddle Period Tax Return and allocation. In the even the Parties are unable schedule and mutually to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted consent to the Independent Accounting Firm to resolve in a final binding matter prior to filing of such Tax Return as promptly as possible. Neither the due date for such Straddle Period Purchaser nor any of its Affiliates shall file any amended Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date Returns for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party taxable periods for any Taxes due or in respect of the Controlled Acquired Companies with respect to which the Purchaser is not obligated to prepare or cause to be prepared the original such Straddle Period Tax Return for which such first party is responsible Returns pursuant to this AgreementSection 7.1(b), without the prior written consent of EME, except if such Tax Returns are required under Applicable Law or as a result of the final determination (or settlement to which EME has consented, such consent not to be unreasonably withheld or delayed) of an audit by a taxing authority or similar proceeding. (c) Notwithstanding any provision of this Agreement to the contrary, the party that is legally required to file a Tax Return shall be responsible for the actual filing of such Tax Return.

Responsibility for Filing Tax Returns. (ai) Following the Closing, the Seller shall prepare or cause to be prepared and filed all Prior Period Returns. The Tax year of the Company shall terminate for federal Income Tax purposes on the end of the Closing Date under Treasury Regulations Section 1.338(h)(10)-1(d), with items of income, gain, loss and deduction allocated in accordance with the provisions of Treasury Regulations under Section 338 of the Code. If, on the Closing Date, a transaction occurs outside the ordinary course of business of the Company that is properly allocable to the portion of the Closing Date after the Closing, the Buyer and the Seller agree to treat the transaction for federal Income Tax purposes as occurring at the beginning of the day following the Closing Date in accordance with the principles of Treasury Regulations Section 1.338-1(d). To the extent permitted by law, the Buyer and the Seller further agree to elect with the relevant Governmental Entity to treat the Closing Date as the last day of a taxable period of the Company for all other Tax purposes. The Prior Period Returns shall be prepared, and file or cause to be filed (where relevant, in a manner consistent with the Seller’s past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are practices except as otherwise required to be filed in respect of a Pre-Closing Tax Period, and by law. The Seller shall pay all Taxes due with respect related to such Tax Returns. (b) Prior Period Returns to the extent such Taxes were not taken into account in the Financial Statements or in determining Net Working Capital. The Buyer shall make available to the Seller (and to the Seller’s accountants and attorneys) its personnel and any and all books and records and other documents and information in its possession or control relating to the Company reasonably requested by the Seller to prepare or cause the Prior Period Returns. The Seller has disclosed to be prepared and file or cause to be filed when due all other the Buyer pending amendments of Tax Returns with respect related to Prior Period Returns. With the Companies and shall remit any Taxes due in respect exception of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided furtherthese amendments, that the Seller shall prepare or cause to be prepared and not file or cause to be filed any such Straddle Period amended Tax Return related to a Prior Period Return that is required will affect the Tax liability of the Buyer or the Company in a Post-Closing Period without the prior written consent of the Buyer, which consent may not be unreasonably withheld or delayed. The Seller shall include the income (or loss) of the Company (to be filed within thirty (30the extent such Taxes were not taken into account in the Financial Statements or in determining Net Working Capital) days on the Seller’s consolidated federal income Tax Returns for all periods through the end of the Closing Date and pay any federal Income Taxes attributable to such income. (ii) Following the Closing, the Buyer shall remit cause to be prepared and filed all Income Tax Returns required to be filed with respect to the Company for taxable periods ending following the Closing Date and shall pay all Taxes related thereto (without prejudice to any Taxes due in respect rights or claims to seek reimbursement from the Seller for the Seller’s share of such Tax ReturnsTaxes as described in this Agreement). With respect to each The Buyer shall prepare all Straddle Period Tax Return Returns in a manner consistent with the Seller’s past practices, except as otherwise required by law. The Seller shall reimburse the Buyer for the portion of such Taxes allocable to be filed the Pre-Closing Tax Period, to the extent such Taxes allocable to the Pre-Closing Tax Period were not taken into account in the Financial Statements or in determining the Net Working Capital and have not been paid by the BuyerSeller. Buyer shall, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of any such Straddle Period Tax Return. Seller shall have the right to review , provide a copy of such Straddle Period Tax Return and such allocation andto the Seller. The Seller shall, within 10 ten (10) days after the date of receipt by Seller of receiving such Straddle Period Tax Return, advise Buyer regarding any matters in such Tax Return and allocationwith which it reasonably disagrees. In such case, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree shall reasonably cooperate with each other to consult reach a timely and mutually satisfactory solution to the disputed matters. If they cannot resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changesdays, then any disputed issues such dispute shall be immediately submitted to the Independent Accounting Dispute Resolution Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm resolution, which resolution shall be shared equally between Seller final and Buyerbinding upon the Parties. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date Taxes for any Straddle Period shall be allocated to the Pre-Closing Tax Return Period (taking into account i) in the case of real property, personal property and other ad valorem Taxes, on the basis of a daily proration and (ii) in the case of all other Taxes (including, for purposes of illustration and not of limitation, Income Tax Returns for any valid extensions thereofStraddle Period) on the basis of an interim closing of the books as of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period relative to the entire taxable period. Taxes attributable to the Pre-Closing Tax Period shall be filed determined under the same method of accounting used by the other party Company during that period. In the case of sales, use, documentary, stamp, registration, recording, transfer or similar Taxes unrelated to the transfer of the Shares, the Seller shall be liable for any such Taxes due in respect of on transactions occurring through the Closing Date and the Buyer shall be liable for such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementTaxes on transactions occurring after the Closing Date.

Responsibility for Filing Tax Returns. (a) For any Pre-Closing Tax Period of the Companies or the Company Subsidiaries, the Seller shall prepare, or cause to be prepared (in a manner consistent with past practices, except to the extent required by applicable Law or as consented to by the other party, which consent will not be unreasonably withheld) all Tax Returns required to be filed, and shall pay all Taxes due with respect to such Tax Returns. The Seller shall cause copies of such Tax Returns to be provided to the Purchasers no less than 30 days prior to filing and accept all reasonable comments of the Purchasers provided to the Seller within 20 days of receiving such Tax Returns from the Seller. The Seller shall file, or cause to be filed, with the appropriate taxing authorities all such Tax Returns required to be filed on or before the Closing Date. The Purchasers shall file, or cause to be filed, with the appropriate taxing authorities all such Tax Returns required to be filed after the Closing Date. (b) For any Straddle Period of either Company or any of the Company Subsidiaries, the Seller shall timely prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities taxing authorities all such Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-on or before the Closing Tax Period, Date and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer . The Seller shall prepare or cause copies of such Tax Returns to be prepared provided to the Purchasers no less than 30 days prior to filing, including a detailed computation of the amount owed by the Purchasers, and file or cause accept all reasonable comments of the Purchasers provided to be filed when due all other the Seller within 20 days of receiving such Tax Returns from the Seller. The Purchasers shall pay to the Seller all Taxes for which the Purchasers are liable pursuant to Section 7.01 but which are payable with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.to

Responsibility for Filing Tax Returns. (a) Seller Purchaser shall prepare or cause to be prepared, and file or cause to be prepared and filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of for the Companies (other than Flow-Through Tax Returns for taxable periods ending on or before the Closing Date) that are required to be filed after the Closing Date. Except as otherwise provided in respect of a PreSection 1.8, any Flow-Closing Through Tax PeriodReturns for any Straddle Period shall be prepared, and shall pay all Taxes due elections with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared made, in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days the prior practice of the Closing Date and Companies. Purchaser shall remit any Taxes due in respect provide the Sellers’ Representative with completed drafts of such Flow-Through Tax Returns. With respect to each Straddle Period Tax Return to be filed by Returns for the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Sellers’ Representative’s review and comment at least thirty fifteen (3015) days prior to the due date for filing thereof, and shall make such Straddle Period revisions to such Flow-Through Tax Returns as are reasonably requested by the Sellers’ Representative. (b) The Sellers’ Representative shall prepare and file or cause to be prepared and filed all Flow-Through Tax Returns for the Companies for taxable periods ending on or before the Closing Date that are required to be filed after the Closing Date. Except as otherwise provided in Section 1.8, such Tax Return (including valid extensions) together described in the preceding sentence shall be prepared, and all elections with respect to such Tax Returns shall be made, in a statement setting forth manner consistent with the amount prior practice of Tax allocated to the Seller pursuant to Section 8.2 in respect Companies, as applicable. The Sellers’ Representative shall provide Purchaser with completed drafts of such Straddle Period Flow-Through Tax Return. Seller shall have the right to Returns for Purchaser’s review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten comment at least fifteen (1015) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for filing thereof, and shall make such revisions to such Flow-Through Tax Returns as are reasonably requested by Purchaser. (c) For purposes of preparing any Flow-Through Tax Returns for the Straddle Period Tax Return. The fees Period, the parties hereto agree to use the “interim closing method” and expenses calendar day convention under Section 706 of the Independent Accounting Firm Code and the Treasury Regulations thereunder to allocate income, gain, loss, deduction or any other items of the Companies between the Sellers and Purchaser for such period. (d) For purposes of this Article VIII, all Transaction Tax Deductions shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse treated as properly allocable to the other party no later than ten (10) Business Days following the due date for any Straddle Period Pre-Closing Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementPeriod.

Responsibility for Filing Tax Returns. (a) Seller The Company shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practicespractices and Tax elections) with the appropriate Governmental Taxing Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-prior to the Closing Tax Period, Date and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer Parent shall prepare (or cause to be prepared prepared) and file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date Company and shall remit any Taxes due in respect of such Tax Returns. With respect Parent shall submit a draft of any Tax Return that covers a Tax period ending on or prior to each Straddle Period the Closing Date to Stockholder Representative for review and comment no later than thirty (30) days prior to the filing thereof, and such Tax Returns shall be prepared and filed in a manner consistent with past practices and tax elections; provided, however, that if the deadline for filing any such Tax Return is such that it is not reasonably practicable for Parent to submit such Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Stockholder Representative at least thirty (30) days prior to the due date for such filing date, Parent shall provide such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect Stockholder Representative for review and comment as soon as reasonably practicable following the preparation of such Straddle Period Tax Return. Seller Within ten (10) days following the Stockholder Representative's receipt of such draft (or, if earlier, prior to the fifth (5th) Business Day immediately preceding the filing deadline for such Tax Return), the Stockholder Representative shall have the right to review object reasonably by written notice to Parent to the information contained in such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller If the Stockholder Representative does not so object within such time period, such Tax Return shall be deemed to have been accepted and Buyer agree agreed upon, and final and conclusive, for purposes of this Section 9.3. If the Stockholder Representative objects to consult such Tax Return, it shall notify Parent of the items to which it objects and resolve the basis of its objection in reasonable detail in its written notice, and Parent and the Stockholder Representative shall act in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any such dispute as promptly as practicable. If Parent and the Stockholder Representative cannot reach agreement regarding such dispute, the dispute shall be presented to the Independent Accountant designated in Section 1.7(d), whose determination shall be binding upon both Parent and the Stockholder Representative; provided, however, that Parent and the Stockholder Representative shall require the Independent Accountant to make a determination within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve but in a final binding matter no event later than five (5) days prior to the due date for that such Straddle Period Tax ReturnReturn is due. The fees All costs and expenses of the Independent Accounting Firm Accountant shall be shared equally between Seller paid fifty percent (50%) by Parent and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten fifty percent (1050%) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementStockholder Representative.

Responsibility for Filing Tax Returns. (ai) Seller Del Monte shall timely prepare and file (or cause to be prepared, prepared and file or cause to be filed (in a manner consistent with past practicesfiled) with the appropriate Governmental Authorities all Tax Returns in respect of Del Monte for all taxable periods ending on or before the Companies Closing Date (the "Pre-Closing Tax Returns”) that are required to be filed in respect of a on or prior to the Closing Date and all such Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided furtherprior practice in respect of such entities unless otherwise required by applicable Law or unless Parent consents to such different treatment, that Seller such consent not to be unreasonably withheld, conditioned or delayed. Del Monte shall prepare provide (or cause to be prepared and file or cause provided) to be filed Parent a copy of any such Straddle Period Pre-Closing Tax Return that is required filed prior to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty fifteen (3015) days Business Days prior to the due date for filing such Straddle Period Tax Return return, and Parent shall have ten (including valid extensions10) together with a statement setting forth the amount of Tax allocated Business Days in which to review and comment on such return prior to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Returnfiling thereof. Seller Del Monte shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve consider in good faith any issue arising as a result comments provided by Parent. Del Monte shall pay (or cause to be paid) prior to Closing all Taxes due and payable on the Pre-Closing Tax Returns required to be filed on or prior to the Closing Date. Del Monte shall not file any amended Pre-Closing Tax Return without the consent of the review Parent, such consent not to be unreasonably withheld, conditioned or delayed. (ii) The Sellers’ Representative shall timely prepare and file (or cause to be prepared and filed) all Forms 1120S (and all related state and local income Tax Returns) of Del Monte for all taxable periods ending on or before the Closing Date that are required to be filed after the Closing Date and all such Straddle Period Pre-Closing Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues Returns shall be immediately submitted to the Independent Accounting Firm to resolve prepared in a final binding matter manner consistent with prior practice of Del Monte unless otherwise required by applicable Law or unless Parent consents to such different treatment, such consent not to be unreasonably withheld, conditioned or delayed. The Sellers’ Representative shall provide (or cause to be provided) to Parent a copy of any such Pre-Closing Tax Returns at least twenty (20) Business Days prior to the due date for filing such Straddle Period Tax Return. The fees returns, and expenses of the Independent Accounting Firm Parent shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than have ten (10) Business Days following in which to review and comment on such returns prior to the due date for filing thereof. The Sellers’ Representative shall consider in good faith any Straddle Period Tax Return comments provided by Parent. The Sellers’ Representative shall timely pay (taking into account any valid extensions thereof) or cause to be paid) all Taxes shown as due and payable on any Tax Returns filed pursuant to this subsection (b)(ii). (iii) Notwithstanding anything herein or in the Indemnification Agreement to the contrary, the provisions of this Section 4.10(b)(iii) shall control the contest of any Tax Claim. For purposes of this Agreement, a “Tax Claim” means the assertion of any claim, or the commencement of any audit, suit, action or proceeding involving Taxes. After the Closing, the Surviving Company agrees to give written notice to the Sellers’ Representative of the receipt of any written notice by the other party for any Taxes due Surviving Company which involves a Tax Claim in respect of such Straddle Period Tax Return for which such first party is responsible indemnity may be sought pursuant to the Indemnification Agreement within twenty (20) days of such receipt of such written notice; provided, that failure to comply with this provision shall not affect any party’s right to indemnification under the Indemnification Agreement except to the extent such failure materially impairs the Sellers’ Representative’s ability to contest any such Tax Claim. In the case of a Tax Claim relating solely to a Tax period of Del Monte ending on or before the Closing Date, the Sellers’ Representative, at the expense of the Sellers’ Representative, may participate in and, upon the written notice to the Surviving Company, assume control of the defense of any such Tax Claim; provided, however, that the Sellers’ Representative shall have no right to represent the Surviving Company’s interest in any Tax Claim unless the Sellers’ Representative, on behalf of the Selling Party Indemnitors, agrees with the Surviving Company that, as between the Selling Party Indemnitors and the Surviving Company, the Selling Party Indemnitors shall be liable for any Losses relating to Taxes that result from such Tax Claim; provided, further, that if the Sellers’ Representative so assumes control, the Surviving Company may participate in the conduct of such Tax Claim at its own expense. Notwithstanding the foregoing, the Sellers’ Representative shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of the Surviving Company (or any of its Affiliates) for any period after the Closing to any extent unless the Selling Party Idemnitors have indemnified the Surviving Company or the applicable Affiliate against the effects of any such settlement (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Surviving Company, which consent shall not be unreasonably withheld or delayed. Any proceeding with respect to which the Sellers’ Representative does not assume control in accordance with this Section 4.10(b)(iii) may be settled or compromised in the discretion of the Surviving Company, and any such settlement or compromise shall not affect the Surviving Company’s or Parent’s right to indemnification under this Agreement.

Responsibility for Filing Tax Returns. (a) Seller The Purchaser shall prepare or cause to be prepared, and timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file timely filed all Tax Returns that relate to any Pre-Closing Tax Period for the Company and its Subsidiaries that have not yet been filed as of the Closing Date, and shall timely pay or cause to be filed when timely paid any amount shown as due all other on such Tax Returns Returns, which for the avoidance of doubt, shall not include any payment obligation with respect 45 to income allocated pursuant to any income Tax Return of Fresh Logistics, LLC, ▇▇▇▇▇▇▇▇▇ Juice Holdings, LLC, or ▇▇▇▇▇▇▇▇▇ Juice Products, LLC, to the Company with respect to any period or portion thereof ending on or before the Companies and Closing Date to the extent such income must be reported under applicable law on a Tax Return of a Unitholder. To the extent the amount the Purchaser is required to pay or cause to be paid pursuant to the previous sentence is less than the Pre-Closing Income Tax Amount, Purchaser shall remit any Taxes due promptly pay in respect cash the amount of such difference to the Representative (for the benefit of the Unitholders) and to the extent the amount the Purchaser is required to pay or cause to be paid pursuant to the previous sentence is more than the Pre-Closing Income Tax Returns; provided Amount, the parties shall promptly cause the Escrow Agent to release from the Indemnity Escrow Amount an amount equal to such excess to the Purchaser unless and to the extent such excess would not have been incurred but for the fact that any such a Transaction Tax Return Deduction was included in respect the calculation of the Pre-Closing Income Tax Amount as deductible in a Straddle Period (Pre-Closing Tax period but was properly deductible in a “Straddle Period Tax Return”period, or portion thereof, beginning after the Closing. All Tax Returns prepared by Purchaser pursuant to this Section 10.01(c) shall be prepared in a manner that is consistent with the past practicecustom and practice of the Company and its Subsidiaries and applicable Law; provided furtherprovided, however, that Seller Purchaser may prepare and file, and nothing herein shall prepare be read to prevent, an election pursuant to Section 754 of the Code with respect to ▇▇▇▇▇▇▇▇▇ Juice Products, LLC, with respect to the taxable period that includes the transactions contemplated by this Agreement. At least 30 days prior to the date on which each such Tax Return is due, to the extent the Unitholders could be liable or cause responsible for any Taxes on such Tax Return or with respect to income allocated on such return including pursuant to this Agreement, the Purchaser shall submit such Tax Return (and all relevant work papers and other items required to understand such Tax Return or other items as reasonably requested by the Representative) to the Representative for the Representative’s review, comment and consent (not to be prepared and file unreasonably withheld, conditioned or cause delayed). If the Representative has not consented to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect filing of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by , the Buyer, Buyer parties shall deliver a copy of such Straddle Period Tax Return at least thirty (30follow the procedures set forth in Section 1.08(b) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changesdisagreements with respect to such Tax Returns, then any disputed including referring issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date Dispute Resolution Auditor for such Straddle Period Tax Returnresolution. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.d)

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer Parent shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns with respect to for the Companies and shall remit any Taxes due in respect Surviving Company that have not yet been filed as of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared the Closing Date, in a manner consistent with past practice; provided further, except as otherwise required by applicable Law. Parent shall deliver to Representative all income Tax Returns for any Pre-Closing Tax Periods that are to be filed after the Closing Date for review and approval no less than fifteen (15) days before the applicable due date. The Surviving Company shall not (and Parent shall not cause it to) waive any carryback of any net operating loss, capital loss or credit on any such Tax Return. Except to the extent that an amendment or election would not result in an increase in liabilities for a Pre-Closing Tax Period, Parent shall not, without the Representative’s prior written consent, cause or permit the Surviving Company to (i) amend any Tax Return that relates in whole or in part to any Pre-Closing Tax Period or (ii) make any election that has retroactive effect to any Pre-Closing Tax Period. (ii) Except to the extent that such refund is attributable to the carryback of a Tax attribute attributable to a Post-Closing Tax Period or such refund was included as an asset in Net Working Capital, the Stockholders shall be entitled to any Tax refunds that are received by Parent or the Surviving Company, and any amounts credited against Tax to which Parent or the Surviving Company become entitled in any Post-Closing Tax Period of Company, that Seller relate to any Pre-Closing Tax Period, including Taxes paid with respect to a Pre-Closing Tax Period of Company. Parent shall prepare pay or cause to be prepared and file or cause paid over to be filed the Stockholders (in accordance with each Preferred Stockholder’s Proportionate Share) any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth refund or the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of any such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, credit within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten twenty (1020) days after Buyer has received Seller’s written request for changes, then any disputed issues receipt of such refund or after becoming entitled to such credit against Taxes. Any payment under this paragraph shall be immediately submitted to the Independent Accounting Firm to resolve in considered a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementpurchase price adjustment.

Responsibility for Filing Tax Returns. (a) Seller For any Pre-Closing Period of the Corporation or any of its Subsidiaries, the Buyer shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practicesexisting procedures, practices and accounting methods) with the appropriate Governmental Authorities taxing authorities, all Tax Returns in respect of the Companies that are required to be filed in respect after the Closing Date. Buyer shall provide a copy of a Pre-Closing each such Tax PeriodReturn to the Sellers’ Representative for its review and comment at least 30 days prior to the due date of each such Tax Return and Sellers’ Representative shall comment on each such Tax Return within 30 days of receipt. Buyer shall incorporate all reasonable comments made by Sellers’ Representative to each such Tax Return, timely file each such Tax Return, and shall pay all Taxes due with respect to such Tax Returns, subject to Buyer’s right to be indemnified by Sellers pursuant to Section 10.4; provided, however, that no such Tax Return shall be filed without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to the Companies and shall remit Corporation or any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare its Subsidiaries for taxable years or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect . (c) For any Straddle Period, Buyer shall timely prepare or cause to each Straddle Period be prepared, and file or cause to be filed, all Tax Return Returns of the Corporation and its Subsidiaries required to be filed and shall pay all Taxes due with respect to such Tax Returns (subject to Buyer’s right to be indemnified by Sellers pursuant to Section 10.4; with respect to the Buyertaxable periods covered by such Tax Returns. Each such Tax Return shall be prepared on a basis consistent with existing procedures, practices and accounting methods unless otherwise required by applicable law. No such Tax Return shall be filed without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (d) If Buyer files any amended Tax Return of the Corporation or any of its Subsidiaries, or any Tax Return relating to a jurisdiction in which neither the Corporation nor any of its Subsidiaries currently files a Tax Return, in each case, for any Pre-Closing Period, Buyer shall deliver a copy of provide Sellers’ Representative prior written notice and an opportunity to comment on any such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing filing. Buyer shall not file any such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of any such Straddle Period amended Tax Return. Seller shall have ) unless, in the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result judgment of the review of Buyer’s counsel, such Straddle Period Tax Return filing is necessary to comply with law or for consistency with past or existing procedures, practices and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementaccounting methods.

Responsibility for Filing Tax Returns. (ai) Seller shall prepare and timely file, or shall cause to be preparedprepared and timely filed, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies Company that are required by Law to be filed in respect of a Pre-on or before the Closing Tax PeriodDate, and shall timely pay, or cause to be timely paid, all Taxes of due thereof. Further, Seller shall include the income and activities of the Company for the Tax period ending on the Closing Date in Seller’s consolidated federal income Tax Return (the “Federal Consolidated Income Tax Return”) and timely pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returnsthereon. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at At least thirty (30) days prior to the due date for filing such Straddle Period on which the Federal Consolidated Income Tax Return is due, Seller shall submit the portions of the Federal Consolidated Income Tax Return relating to the Company (including valid extensionsall relevant work papers and other items required to understand such Federal Consolidated Income Tax Return or other items as reasonably requested by Buyer) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Buyer for review and comment, and Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any incorporate all reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten comments received no less than five (105) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period thereof. For the avoidance of doubt, in the event Buyer makes the Section 338(h)(10) Election, Seller shall timely pay and include any and all Taxes attributable thereto in the Federal Consolidated Income Tax Return. The fees After the Closing, Seller shall not file any amended or original federal income or other material Tax Return (other than the Federal Consolidated Income Tax Return) if such Tax Return would cause the Company to incur or pay any Taxes unless (A) such Taxes are fully paid by Seller with such filing and expenses (B) Buyer consents to such filing (such consent not to be unreasonably withheld or delayed). (ii) Other than the Federal Consolidated Tax Return, Buyer, at its expense, shall prepare and timely file, or cause the Company to prepare and timely file, all Tax Returns of the Independent Accounting Firm shall Company required to be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse filed after the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return Closing Date (taking into account extensions) with respect to any valid extensions thereofPre-Closing Tax Period or Straddle Period (“Pre-Closing Tax Returns”). Such Pre-Closing Tax Returns shall be prepared on a basis consistent with existing procedures, practices and accounting methods of the Company, unless otherwise required by applicable Law and all Transaction Tax Deductions will be treated as properly allocable to the Pre-Closing Tax Period to the maximum extent permitted by applicable Law (at a “more likely than not” (or higher) level of comfort). At least thirty (30) days prior to the date on which each such Pre-Closing Tax Return is due or any amendment is to be made to a Pre-Closing Tax Return, Buyer shall submit such Pre-Closing Tax Return (and all relevant work papers and other items required to understand such Pre-Closing Tax Return or other items as reasonably requested by Seller) to Seller for review and comment, and Buyer shall incorporate all reasonable comments received no less than five (5) days prior to the due date thereof. Buyer shall remit, or cause to be filed by remitted, to the other party appropriate Governmental Authority all Taxes reflected on such Pre-Closing Tax Returns; provided, however, that Sellers shall within five (5) days of Buyer’s remittance reimburse Buyer for any and all such Taxes due that are allocable to the Pre-Closing Tax Period (and, in respect case of a Straddle Period, determined in accordance with Section 6.2(c)(iii)). (iii) In the case of any Straddle Period, the amount of any Taxes (and any refunds of Taxes) based on or measured by income, receipts, sales, use or payroll of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes (and any refunds of other Taxes) of the Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementPeriod.

Responsibility for Filing Tax Returns. Seller (awhich for purposes of this Section 9.09 includes any Representatives or advisors of Seller) Seller shall prepare prepare, or cause to be prepared, and file file, or cause to be filed (in filed, on a manner consistent with past practices) with the appropriate Governmental Authorities timely basis all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies Company and its Subsidiaries for any Pre-Closing Tax Periods (other than Straddle Periods) in a manner which is consistent with past practice, except as otherwise required by applicable law. Buyer shall remit prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns with respect to the Company and its Subsidiaries for Post-Closing Tax Periods (other than Straddle Periods). In the case of any Taxes due in respect of Tax Return for a Straddle Period, such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) Returns shall be prepared in a manner consistent with past practice; provided further, that Seller except as otherwise required by applicable law. Buyer shall prepare or cause to be prepared and file or cause to be filed any provide such Straddle Period Tax Return that is required Returns (including supporting workpapers and any other information reasonably requested by Seller) to be filed within thirty (30) days of the Closing Date Seller, for Seller’s review and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyercomment, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty sixty (3060) days prior to the due earlier of the date for filing on which such Straddle Period Tax Return Returns are required to be filed (including valid taking into consideration applicable extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after or the date of receipt by Seller of on which such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax ReturnReturns are actually filed. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within Within ten (10) days after the receipt of any Straddle Period Tax Return, Seller will submit to Buyer has received in writing any proposed changes to such Tax Return. Buyer and Seller will endeavor in good faith to resolve any differences with respect to the Straddle Period Tax Return within fifteen (15) days after Buyer’s receipt of written proposed changes from Seller. Any unresolved disputes will be resolved by the Accounting Firm (or another nationally recognized independent public accounting firm agreed upon by Buyer and Seller), the costs of which shall be borne by each party in the percentage inversely proportionate to the percentage of the total amount of the total items submitted for dispute that are resolved in such party’s written request for changes, then favor. The determination of such Accounting Firm shall be binding on the parties. In the event the Accounting Firm does not resolve any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter issue prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm , then such Tax Return shall be shared equally between Seller and Buyer. Each of filed as prepared by Buyer (reflecting any changes agreed to by Buyer and Seller Seller), and Buyer shall reimburse use reasonable efforts to file an amended Tax Return to reflect the other party no later than ten Accounting Firm’s final resolution of such disputed issue. Except as otherwise required by law, without the prior written consent (10such consent not to be unreasonably withheld, conditioned or delayed) Business Days following of Seller, neither Buyer nor the due date for Company or any Straddle Period of its Subsidiaries shall (i) file any Tax Return (taking into account amended or otherwise) with respect to the Company or any valid extensions thereof) to be filed by the other party of its Subsidiaries for any Taxes due in respect Pre-Closing Tax Period; or (ii) enter into any closing agreement, settle any Tax claim or assessment relating to the Company or its Subsidiaries, surrender any right to claim a refund of such Straddle Period Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries for any Pre-Closing Tax Period, or take any other similar action relating to the filing of any Tax Return for which or the payment of any Tax, in each case to the extent such first party is responsible pursuant action could reasonably be expected to increase the Tax liability of Seller or any liability of Seller under this Agreement.

Responsibility for Filing Tax Returns. (a) Seller Sellers’ Representative shall prepare prepare, or cause to be prepared, and file file, or cause to be filed (in filed, on a manner consistent with past practices) with the appropriate Governmental Authorities timely basis all Tax Returns in with respect of to the Companies that are required Target and its Subsidiaries for taxable periods ending on or prior to be filed in respect of the Closing Date (a “Pre-Closing Tax Period”). Buyer shall prepare, or cause to be prepared, and shall pay file, or cause to be filed, on a timely basis all Taxes due other Tax Returns with respect to such Target and its Subsidiaries for taxable periods beginning after the Closing Date (a “Post-Closing Tax Returns. (b) Period”). Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to Target and its Subsidiaries for Tax periods which begin in the Companies Pre-Closing Tax Period and shall remit any Taxes due in respect of such end after the Pre-Closing Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period”). Sellers shall pay to Buyer, no later than five (5) Business Days after any demand by Buyer, with respect to such Straddle Period Tax Return”Returns an amount equal to the portion of such Taxes which relates to the Pre-Closing Tax Period (as determined pursuant to Section 6(c)(ii) hereof). In the case of any Tax Return with respect to a Straddle Period, Buyer shall permit the Sellers’ Representative to review and comment on such Tax Return prior to filing and shall give due regard to any such comments. Other than Tax Returns with respect to Straddle Periods that Buyer is obligated to prepare pursuant to this section, neither Buyer nor Target nor its Subsidiaries shall file any Tax Return or amended Tax Return with respect to Target or any of its Subsidiaries for any Pre-Closing Period without the prior written consent of Sellers’ Representative, which shall not be prepared unreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary in this Section 6(c)(i), if Buyer is notified in writing by a manner consistent with past practice; provided further, Governmental Entity that Seller shall prepare Target or cause any of its Subsidiaries is required to be prepared and file a Tax Return for any Pre-Closing Tax Period that Sellers’ Representative did not file or cause to be filed any filed, Buyer may file such Straddle Period Tax Return that is required to be filed within thirty (30) days any time following the expiration of the Closing Date and shall remit any Taxes due in respect five (5) Business Day period following written notice to Sellers’ Representative of Buyer’s intention to file such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.

Responsibility for Filing Tax Returns. (a) Seller The Surviving Corporation shall prepare or cause to be preparedand file, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due filed, at its sole cost and expense, all other income Tax Returns with respect to of the Companies and shall remit Company or its Subsidiaries for any Taxes due in respect of such Pre-Closing Tax Returns; provided that any such Tax Return in respect of a Period or Straddle Period that are filed or due (a “Straddle Period after taking into account all appropriate extensions) after the Closing Date. Such income Tax Return”) Returns shall be prepared in on a manner basis consistent with past practice; provided further, that Seller shall prepare or cause to be prepared existing procedures and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty practices and accounting methods and by KPMG. At least forty-five (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (3045) days prior to the due date for filing of each such Straddle Period Tax Return, the Surviving Corporation shall submit a draft of such Tax Return to the Equityholders Representative for its review and comment. The Surviving Corporation and the Equityholders Representative shall cooperate in the preparation and filing of such tax return and the Surviving Corporation shall give good faith consideration to any comments made by the Equityholders Representative and shall make all changes (including valid extensionsmaking or refraining from making any election) together requested by the Equityholders Representative that are consistent with applicable Law and are necessary to implement the provisions of Section 2.9 or otherwise maximize the deductions taken in such returns. (b) For purposes of preparing all Tax Returns, and for purposes of determining whether to make (or not to make) certain Tax elections, the Stockholder Parties, the Equityholders Representative and Parent agree to use the following conventions (and to cause the Company and Parent’s other Affiliates to use the following conventions): (i) Any tax deductions resulting from the payment or accrual of an amount in a statement setting forth Pre-Closing Tax Period shall be treated as occurring on the Closing Date and no Party shall make any election under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of state, local, or non-U.S. applicable Law) to apply the “next day rule” to such deductions. (ii) Any gains, income, deductions, losses, or other items resulting from transactions outside of the ordinary course of business and not contemplated by this Agreement occurring on the Closing Date at the direction of Parent, but after the Closing, shall be treated as occurring on the day after the Closing Date and each Party shall utilize the “next day rule” in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of state, local, or non-U.S. applicable Law) for purposes of reporting such items on applicable Tax Returns. (iii) No Party shall make an election under Treasury Regulation Section 1.1502-76(b)(2)(ii) (or any similar provision of state, local, or non-U.S. applicable Law) to ratably allocate items incurred by the Company or any of its Subsidiaries. (iv) To the extent permissible under applicable Laws, to elect to have the Tax year of the Company end on the Closing Date and, if such election is not permitted or required in a jurisdiction such that the Company is required to file a Tax Return for a Straddle Period, the Parties agree to use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (a) in the case of Income Taxes, Taxes imposed on sales or receipts, and Taxes imposed on payments, the amount attributable to such portion shall be determined as if the Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology”; and (b) in the case of all other Taxes, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the Seller portion of the Straddle Period that ends on the Closing Date based on the relative number of days in such portion as compared to the number of days in the entire Straddle Period. Notwithstanding anything to the contrary herein, any estimated payments or payments from a prior tax period that are applied to a Straddle Period shall be applied entirely to the portion of the Straddle Period ending on the Closing Date. (c) Parent, the Company, the Equityholders Representative and the Stockholder Parties shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.2 in this ARTICLE X and any audit, litigation or other proceeding with respect to Taxes (including Tax Contests). Such cooperation shall include the retention for the full period of any statute of limitations and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Straddle Period Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller shall have The Company and the right Equityholders agree (A) to review such Straddle Period retain all books and records with respect to Tax Return matters pertinent to the Company and such allocation its Subsidiaries relating to any Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, within 10 days after to the date of receipt extent notified by Seller of such Straddle Period Tax Return and allocationParent or the Equityholders, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result extensions thereof) of the review of such Straddle Period Tax Return respective Taxable periods, and allocation. In to abide by all record retention agreements relating to Taxes entered into with any taxing authority, and (B) to give the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s other Party reasonable written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter notice prior to the due date for transferring, destroying or discarding any such Straddle Period Tax Return. The fees books and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse records and, if the other party no later than ten (10) Business Days following so requests, the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by Company or the Equityholders, as the case may be, shall allow the other party for any Taxes due in respect to take possession of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementbooks and records.

Responsibility for Filing Tax Returns. (ai) Seller shall The Buyer shall, at its sole cost and expense, timely prepare or cause to be prepared, timely prepared and timely file or cause to be timely filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies Company that are due after the Closing Date (other than income Tax Returns for taxable periods of the Company ending on or before the Closing Date and other than any Tax Returns for an Affiliated Group in which the Company was included for any Pre-Closing Tax Period) (the “Buyer Prepared Returns”). To the extent that a Buyer Prepared Return relates to a Pre-Closing Tax Period or a Straddle Period, such Tax Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company , except as required by applicable Law, and, to the extent applicable, the conventions provided in Section 4.04(a)(iv). At least 30 days prior to the due date of any Buyer Prepared Return that relates to a Pre-Closing Tax Period or Straddle Period, the Buyer shall submit a draft of such Tax Return to the Seller for its review and comment. The Buyer shall cause the Company to incorporate any reasonable comments made by the Seller in such Tax Return when it is actually filed. (ii) The Seller shall, at its sole cost and expense, timely prepare or cause to be timely prepared and timely file or cause to be timely filed all income Tax Returns of the Company for taxable periods of the Company ending on or before the Closing Date that are filed on or after the Closing Date (the “Seller Prepared Returns”). All Seller Prepared Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, except as required by applicable Law, and, to the extent applicable, the conventions provided in Section 4.04(a)(iv). If any Seller Prepared Return relates solely to the Company, and is not a federal consolidated income Tax Return or any other Tax Return for an Affiliated Group, then at least 30 days prior to the due date of such Seller Prepared Return, the Seller shall submit a draft of such Seller Prepared Return to the Buyer for its review and comment. The Company shall incorporate any reasonable comments made by the Buyer in such Tax Return when it is actually filed. (iii) The Buyer shall not, and shall not allow the Company to, amend any Tax Return of the Company for a Pre-Closing Tax Period or a Straddle Period without the prior written consent of the Seller, not to be unreasonably withheld or delayed. Notwithstanding the preceding sentence, the determination of whether to amend any federal consolidated income Tax Return, or any other Tax Return for an Affiliated Group, in which the Company was included for any Pre-Closing Tax Period shall be the sole decision of the Seller, provided that, without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) the Seller shall not amend any such Tax Return, if it would reasonably be expected to increase the Taxes of the Company for any Tax Period beginning after the Closing Date. (iv) The Buyer and the Seller agree with respect to certain Tax matters as follows: (A) to treat (and have the Company treat) any Transaction Deductions paid or accrued on or before the Closing as deductible in a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) and no Party shall apply (or allow the Company to apply) the “next day rule” under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to such deductions; (B) to treat (and have the Company treat) any gains, income, deductions, losses, or other items realized by the Company resulting from any transactions consummated at the direction of the Buyer at or following the Closing as occurring on the day after the Closing Date and to utilize (and cause the Company to utilize) the “next day rule” in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of state, local, or non-U.S. Law) for purposes of reporting such items on applicable Tax Returns; (C) that no election shall be made by any Party (or the Company) under Treasury Regulation Section 1.1502-76(b)(2) (or any similar provision of state, local, or non-U.S. Law) to ratably allocate items incurred by the Company; (D) that no election under Code Sections 338 or 336 shall be made with respect to the acquisition of the Purchased Shares; (E) that, to the extent such election is available, the Seller shall make an election under Treasury Regulation Section 1.1502-36(d)(6) to reduce the Seller’s basis in the Purchased Shares such that the Company’s attributes are not subject to reduction under Treasury Regulation Section 1.1502-36(d); (F) that, to the extent such election is available and applicable, the Seller shall file a protective election under Treasury Regulation Section 1.1502-95(f) to apportion all or a portion of the Seller’s consolidated section 382 limitation, equal to the lesser of $8.8 million or the total amount of such limitation, occurring between 2009 to the date of the Closing to the Company; and, at Seller’s request, Buyer shall cause the Company to join with Seller in making any election, and entering into any agreement with the Seller, required under Treasury Regulation Section 1.1502-95(f); (G) that no election shall be made to waive the carry back of any net operating loss or other Tax attribute or credit realized in a Pre-Closing Tax Period; and (H) to treat any indemnification payments as adjustments to the Purchase Price (to the extent permitted by applicable Law). Unless otherwise required by a determination of a Governmental Authority that is final, the Buyer shall not, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and the Company not to, file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit inconsistent with any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible agreement pursuant to this AgreementSection 4.04(a)(iv), and the Buyer shall not, and shall cause the Company not to, take any position during the course of any Tax Contest or other audit or proceedings that is inconsistent with any agreement pursuant to this Section 4.04(a)(iv).

Responsibility for Filing Tax Returns. (ai) Seller The Buyer shall engage MNP LLP to prepare all Tax Returns of the Company or cause to Excell USA for Tax periods ending on or before the Closing Date that are due after the Closing Date (collectively, the “Buyer Prepared Pre-Closing Tax Returns”). Each Buyer Prepared Pre-Closing Tax Return shall be prepared, and file or cause to be filed (in a manner prepared consistent with the past practices) with practices of the appropriate Governmental Authorities all Company or Excell USA, as applicable and for greater certainty, no deduction shall be claimed on such Tax Returns in respect of any expenses incurred for the Companies that are required to be filed benefit of the Sellers in respect of the Transaction. Notwithstanding the foregoing, in any such Tax Returns, neither the Company nor Excell USA shall deduct any amount in the nature of a reserve or claim any Tax credit that would require the Company or Excell USA to include in a taxable period ending after the Closing Date any amount of income, unless the Tax liability in respect of such income (determined as though such income were the only income or loss of the Company or Excell USA for the Tax period and without regard for the availability of any loss carryforwards or carrybacks) is taken into account in computing Working Capital. The Buyer shall provide a copy of such Buyer Prepared Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect Return to the Companies Sellers’ Representative for review and shall remit any Taxes due comment at least 30 days (10 days in respect of such Tax Returns; provided that any such Tax Return in respect the case of a Straddle Period (a “Straddle Period non-income Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation andReturns, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve shall consider in good faith any issue arising as a result of reasonable comments provided by Sellers’ Representative on the review of such Straddle Period Buyer Prepared Pre-Closing Tax Return Return. The Sellers’ Representative and allocationBuyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Pre-Closing Tax Returns. In the even If the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changesa dispute, then any disputed issues such dispute shall be immediately submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Buyer Prepared Pre-Closing Tax Return is required to be filed prior to the resolution of a dispute, the Buyer Prepared Pre-Closing Tax Return shall be filed as determined by the Buyer and such Tax Return shall be promptly amended if and to the extent required to reflect the final binding matter resolution of the dispute. The Buyer shall cause the Company or Excell USA to timely file all Buyer Prepared Pre-Closing Tax Returns. The Sellers shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Buyer Prepared Pre-Closing Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital or such Taxes were not pre-paid by the Company, Excell USA or the Sellers prior to the Closing Date. The Company or Excell USA shall, and the Buyer shall cause the Company or Excell USA to, promptly and timely execute a Buyer Prepared Pre-Closing Tax Return to the extent required by applicable Law. (ii) Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company or Excell USA for any Straddle Period (the “Buyer Prepared Post-Closing Tax Returns”). Each Buyer Prepared Post-Closing Tax Return shall be prepared consistent with the past practices of the Company or Excell USA, as applicable, except as required by applicable Law. Buyer shall provide a copy of such Buyer Prepared Post-Closing Tax Return to the Sellers’ Representative for review and comment at least thirty (30) days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Straddle Period Buyer Prepared Post-Closing Tax Returns, and Buyer shall consider in good faith any reasonable comments provided by Sellers’ Representative on such Buyer Prepared Post-Closing Tax Return. The fees Sellers’ Representative and expenses of Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Post-Closing Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Buyer Prepared Post-Closing Tax Return is required to be filed prior to the resolution of a dispute, the Tax Return shall be shared equally between Seller and Buyer. Each of filed as determined by the Buyer and Seller it shall reimburse be promptly amended if and to the other party no later than ten extent required to reflect the final resolution of the dispute. The Sellers shall pay to Buyer all Taxes due and payable with a Buyer Prepared Post-Closing Tax Return for a Straddle Period that are allocated to the Pre-Closing Tax Period in accordance with Section 6.8(c) within two (102) Business Days following before payment of Taxes (including estimated Taxes) is due to the due date applicable Tax Authority if and only to the extent that a liability for any Straddle Period such Taxes was not included in Working Capital or such Taxes were not pre-paid by the Company, Excell USA or the Sellers prior to the Closing Date. The Company or Excell USA shall, and the Buyer shall cause the Company or Excell USA to, promptly and timely execute a Buyer Prepared Post-Closing Tax Return (taking into account any valid extensions thereof) to be filed the extent required by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementapplicable Law.

Responsibility for Filing Tax Returns. (a) Seller shall prepare and file, or cause to be preparedprepared and filed, and file or cause to be filed (in a timely manner consistent with past practices(i) with the appropriate Governmental Authorities all Tax Returns in respect of the Acquired Companies that are required to be filed in respect of for a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (bii) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other the consolidated federal income Tax Returns with respect of Seller as well as any unitary or combined state income or franchise Tax Returns which include the income and operations of the Acquired Companies through the Closing Date and (iii) any Tax Returns of the Acquired Companies relating to Straddle Periods. Tax Returns of the Acquired Companies and shall remit filed for any Taxes due in respect of such Pre-Closing Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that practices employed with respect to the Acquired Companies except as otherwise required by applicable Legal Requirement. (b) Seller shall prepare or cause to be prepared provide Buyer with a draft copy of any pre-Closing federal pro forma and file or cause to be filed unitary state Tax Returns and federal pro forma and unitary state Tax Returns for any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return Periods to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty Seller pursuant to Section 12.2(a) hereof no later than fifteen (3015) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Returns for Buyer’s review and comments and Seller shall have the right to review consider in good faith Buyer’s reasonable comments on such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Returns. (c) Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of that, for federal income Tax purposes, all Tax items accruing on or before the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues Closing Date shall be immediately submitted allocated to the Independent Accounting Firm Company’s taxable period ending on the Closing Date pursuant to resolve in a final binding matter prior Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the due date for such Straddle Period “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or pursuant to the ratable allocation method under Treasury Regulations Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)). (d) To the extent permissible under applicable Legal Requirement, Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) Returns to be filed by and prepared under this Section 12.2 with respect to income Taxes, shall reflect all applicable Transaction Tax Deductions in the other party for any Taxes due in respect of such Straddle Period Pre-Closing Tax Return for which such first party is responsible pursuant to this AgreementPeriod.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause include the income of the Company (including any deferred items triggered into income by U.S. Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under U.S. Treasury Regulations Section 1.1502-19) on Seller’s consolidated federal and to be preparedthe extent applicable, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all state income Tax Returns in respect for all periods through the end of the Companies that are required Closing Date and pay any U.S. federal and to be filed in respect of a Pre-Closing Tax Periodthe extent applicable, and shall pay all state income Taxes due with respect attributable to such income as shown on such Tax Returns. Buyer shall (or shall cause Company to) furnish Tax information to Seller as reasonably requested for inclusion in Seller’s consolidated federal and to the extent applicable state income Tax Returns for the period that includes the Closing Date in accordance with the Company’s past custom and practice. The income of the Company shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Company as of the end of the Closing Date. (b) Buyer shall Seller will prepare or cause to be prepared and file or cause to be filed when due (or if required by Law, the Company will file) all other Tax Returns of the Company for all taxable periods ending on or before the Closing Date consistent with respect to the Companies and shall remit any Taxes due past practice of the Company in respect of such filing its Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall . Buyer will prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company for any such Straddle Period Tax Return that is required to be filed within thirty (30a “Buyer Return”) days consistent with the past practice of the Closing Date and shall remit any Taxes due Company in respect of such filing its Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy provide draft copies of any such Straddle Period Tax Return Returns to Seller for review and comment at least thirty (30) days prior to the due date for filing such Straddle Period Tax Returns and shall make such revisions as are reasonably requested by Seller. The Company will not (and Buyer will not permit or cause the Company to) waive any carryback of any net operating loss, capital loss or credit on any Buyer Return. (c) Without the prior written consent of Seller, which consent shall not be unreasonably withheld, Buyer will not (and will not permit or cause the Company to) (i) file any Tax Return (including valid extensions) together with that includes or relates to a statement setting forth Pre-Closing Tax Period other than the amount filing of Tax allocated to the Seller a Buyer Return pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period 8.01(b), (ii) amend any Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle that includes or relates to a Pre-Closing Tax Period or (iii) make or change any Tax Return and allocation, election or accounting method that has retroactive effect to request in writing any reasonable changes to such Straddle Period Pre-Closing Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementPeriod.

Responsibility for Filing Tax Returns. Sellers shall, or shall cause the common parent of their affiliated group, include the income of the Business (aincluding any deferred items triggered into income by Reg. §1.1502-13 and any excess loss account taken into income under Reg. §1.1502-19) Seller on Sellers’ or such common parent’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. For all taxable periods ending on or before the Closing Date, Sellers shall prepare cause the Business to join in Sellers’ or cause such common parent’s consolidated federal income tax return and, in jurisdictions requiring separate reporting from Sellers, to file separate company state and local income tax returns. All such Tax Returns shall be prepared, prepared and file or cause to be filed (in a manner consistent with prior practice, except as required by a change in applicable law. Within 90 days after the Closing Date, Buyer shall cause the Business to furnish information (a completed tax package substantially in the form previously provided to Buyer by Sellers) to Sellers as reasonably requested by Sellers to allow Sellers to satisfy their obligations under this Section 12.4 in accordance with past practices) custom and practice. The Business and Buyer shall consult and cooperate with the appropriate Governmental Authorities all Tax Returns in respect Sellers as to any elections to be made on returns of the Companies that are required Business for periods ending on or before the Closing Date. Buyer shall cause the Business to be filed file income Tax Returns, or shall include the Business in respect of a Pre-its combined or consolidated income Tax Returns, for all periods other than periods ending on or before the Closing Tax PeriodDate, and shall pay all refund to Sellers, promptly upon the receipt or credit thereof, any Tax refunds representing overpayments by the Business of Taxes due with respect to such Tax Returns. for which Sellers are liable hereunder (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect including the applicable portion of Taxes for Straddle Periods), except to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of extent constituting an asset set forth on the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementFinal Balance Sheet.

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer Parent shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns with respect to for the Companies and shall remit any Taxes due in respect Surviving Corporation that have not yet been filed as of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared the Closing Date, in a manner consistent with past practice; provided further, except as otherwise required by applicable Law. Parent shall deliver to Representative all income Tax Returns for any Pre-Closing Tax Periods that are to be filed after the Closing Date for review and approval no less than 15 days before the applicable due date. The Surviving Corporation shall not (and Parent shall not cause it to) waive any carryback of any net operating loss, capital loss or credit on any such Tax Return. Parent shall not, without the Representative’s prior written consent, cause or permit the Surviving Corporation to (i) amend any Tax Return that relates in whole or in part to any Pre-Closing Tax Period or (ii) make any election that has retroactive effect to any Pre-Closing Tax Period. (ii) Neither Parent nor the Surviving Corporation shall (nor shall they cause any Affiliate to) make any election under Code Section 338 (or any similar provision under state, local or non-U.S. Law) with respect to the transactions contemplated by this Agreement. Except to the extent that such refund is attributable to the carryback of a Tax attribute attributable to a Post-Closing Tax Period or such refund was included as an asset in Net Working Capital, the Holders shall be entitled to any Tax refunds that are received by Parent or the Surviving Corporation, and any amounts credited against Tax to which Parent or the Surviving Corporation become entitled in any Post-Closing Tax Period of the Company, that Seller relate to any Pre-Closing Tax Period, including Taxes paid with respect to a Pre-Closing Tax Period of the Company. Parent shall prepare pay or cause to be prepared and file or cause paid over to be filed Holders (in accordance with their Holder Indemnification Percentage) any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth refund or the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of any such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, credit within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten twenty (1020) days after Buyer has received Seller’s written request for changes, then any disputed issues receipt of such refund or after becoming entitled to such credit against Taxes. Any payment under this paragraph shall be immediately submitted to the Independent Accounting Firm to resolve in considered a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementpurchase price adjustment.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer The Equityholder Representative shall prepare or cause to be prepared and file or cause to be filed when due all other income and franchise Tax Returns with respect (including Schedules K-1), for the Company and its Subsidiaries for all Pre-Closing Tax Periods (other than Straddle Periods) and Purchaser shall cooperate, to the Companies and shall remit any Taxes due extent required, in respect of filing such income Tax Returns. All such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) Returns shall be prepared in a manner reasonably consistent with the past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days practice of the Closing Date Company and shall remit any Taxes due in respect of such Tax Returnsits Subsidiaries, unless otherwise required by applicable Law. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at At least thirty ten (3010) days prior to the due date for filing such Straddle Period Tax Returns, the Equityholder Representative shall deliver drafts to Purchaser of any such Tax Returns, and the Equityholder Representative shall cause such Tax Returns to reflect any reasonable comments of Purchaser. The Equityholder Representative shall cause the Company to make an election under Code Section 754 (and any corresponding state Tax election) in connection with the income Tax Return of the Company for the Tax period ending on the Closing Date. To the maximum extent permitted by applicable Law, all Transaction Tax Deductions shall be claimed on the federal and state income Tax Returns of the Company (including valid extensionsor, as applicable, its Subsidiaries or Blocker) together with a statement setting for the Pre-Closing Tax Period ending on the Closing Date, for which purpose the Equityholder Representative shall be permitted to cause the Company to make the election for success-based fees set forth in IRS Revenue Procedure 2011-29. Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns for Blocker, the amount of Company and its Subsidiaries for all Pre-Closing Tax allocated to the Seller pursuant to Section 8.2 in respect of such Periods and Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days Periods that are due after the date Closing Date. All such Tax Returns shall be prepared reasonably consistent with the past practice of receipt by Seller of such Straddle Period Tax Return Blocker, the Company and allocationits Subsidiaries, to request in writing any reasonable changes to such Straddle Period Tax Returnas applicable. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within At least ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for filing such Straddle Period Tax ReturnReturns, Purchaser shall deliver drafts to the Equityholder Representative of any such Tax Returns showing amounts for which Equityholders or their beneficial owners could be liable under this Agreement. The fees and expenses Purchaser shall cause such Tax Returns to reflect any reasonable comments of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse Equityholder Representative to the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) extent such comments relate to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return amounts for which such first party is responsible pursuant to Equityholders or their beneficial owners could be liable under this Agreement.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns of the Corporation and its subsidiaries which are filed after the Closing Date. All such Tax Returns that include periods ending on or before the Closing shall be prepared on a consistent basis with past practice, but in any event in accordance with applicable Law. The Purchaser shall claim maximum discretionary deductions permitted under the Tax Act in order to mitigate any cash tax liability. The Purchaser, the Corporation and their Affiliates shall control all disputes and contests with taxing authorities regarding their liability for Taxes, audits of their Tax Returns and administrative or judicial proceedings relating to liabilities for Taxes imposed for a taxation period ending on or before the Closing Date (a "PRE-CLOSING TAX PERIOD") or a taxation period that begins before and ends after the Closing Date (a "STRADDLE PERIOD") and may take all action with respect thereto with the consent and approval of the Vendor and FuelCell. In the event that a proceeding or audit is commenced against the Corporation, the Purchaser shall promptly notify the Vendor of such proceeding or audit. Furthermore, the Purchaser, the Corporation and their Affiliates must consult in good faith with the Vendor and FuelCell with respect to the Companies contest and shall remit settlement of any claim for Taxes due in for which a claim for indemnification would be available under Article 9 hereof. Failure by the Purchaser, the Corporation or their Affiliates to so consult under this Section 10.6(1) will adversely affect the rights of indemnification available under Article 9 to the extent that the Vendor and FuelCell are prejudiced thereby. The Purchaser, the Corporation and their Affiliates will not settle, or agree to any adjustment with respect of such Tax Returns; provided that to, any such Tax Return in respect of Claim relating to Taxes for which a Straddle Period (a “Straddle Period Tax Return”) shall claim for indemnification would be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days available under Article 9 without the prior written consent of the Closing Date Vendor and FuelCell (which shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to not be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementunreasonably withheld or delayed).

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be preparedSellers' Representative shall, for each Company and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Periodat Sellers' expense, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other required Tax Returns with respect to the Companies and shall remit any Taxes due in respect returns of such Company for Tax Returns; provided periods that any end on or before the Closing Date and that are filed after the Closing Date, such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall returns to be prepared in a manner consistent with the past practice; practice and custom of the Company except as otherwise required by Applicable Laws. For each such return, Sellers' Representative shall furnish a draft thereof to Buyer's Parent at least 25 Business Days before the anticipated filing date for such return and consider in good faith comments by Buyer's Parent provided further, that Seller such revisions are requested no later than five Business Days before such anticipated filing date. Buyer's Parent shall authorize the applicable Company's officers to cooperate in filing all such Tax returns. (b) Buyer's Parent shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax return for a Straddle Period on a basis consistent with the last previous similar Tax return ("Straddle Period Returns") except to the extent otherwise required by Applicable Laws. Buyer's Parent shall provide a copy to the Sellers' Representative of all such proposed Tax returns (including copies of all workpapers related thereto) and such other additional information regarding such Tax returns as may reasonably be requested by the Sellers' Representative at least 25 Business Days prior to the anticipated filing date such Tax Return, except that in the case of a Tax return due within 90 days following the Closing Date, the copy shall be provided to the Sellers' Representative within 20 Business Days prior to the anticipated filing date and in the case of a Tax return that is not an income Tax return as early as is practical. Buyer's Parent shall consider in good faith comments by Sellers' Representative on such Straddle Period Tax Return Returns, provided that is required such comments are received at least five Business Days before the anticipated filing date of the applicable Straddle Period Return. Buyer's Parent shall also deliver to the Sellers' Representative an allocation between the pre-Closing and post-Closing portions of the Straddle Period (consistent with pre-Closing Straddle Period allocations described in Section 6.7.2) of any Taxes shown to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of on such Straddle Period Tax Return Returns at least thirty (30) 25 days prior to the due anticipated filing date for filing such of the applicable Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to for review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result approval of the review of such Straddle Period Tax Return Sellers' Representative. If Sellers' Representative and allocation. In the even the Parties Buyer's Parent are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request with respect to the allocation of Taxes in any Straddle Period, the procedure for changes, then any disputed issues resolving disagreements set forth in Section 2.2.4.3 shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Returnfollowed. The fees and expenses of the Independent Accounting Firm Arbiter shall be shared borne equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.Buyer's Parent on the one hand, and the Sellers, on the other

Responsibility for Filing Tax Returns. (ai) For any federal (and to the extent applicable, state) income Tax periods ending on or before the Closing Date, the Company shall be included on the federal consolidated income Tax return of Parent. Buyer, Seller and Parent agree and acknowledge that it is intended that the taxable year of the Company shall end as of the close of business on the Closing Date for United States federal income Tax purposes; provided, however, that any transaction that occurs on the Closing Date that is outside the ordinary course of business other than any transaction contemplated by this Agreement and properly allocable to the Company’ income after the Closing shall be treated for all federal income Tax purposes as occurring at the beginning of the following day. (ii) Buyer will prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all timely filed, any Tax Returns in respect Return of the Companies Company with respect to Pre-Closing Tax Periods that is not described in Section 5.12(b)(i) that are required due after the Closing Date and for any Straddle Period. Buyer will provide Seller and Parent with a draft of any such Tax Return that relates to be filed in respect of a Pre-Closing Tax Period, Period for Seller’s and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Parent’s review at least thirty ten (3010) days prior to the due date for filing thereof (giving effect to any extensions thereto), and Buyer will accept and incorporate any reasonable comments of Seller and/or Parent to any such Straddle Period Tax Return that are received within five (including valid extensions5) together with days after delivery of such Tax Return to Seller and/or Parent; provided that such comments do not have a statement setting forth material impact on Buyer. The preparation and filing of any Tax Return of the Company that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer. Seller shall pay to Buyer an amount of Tax allocated equal to the Seller portion of the Taxes with respect to any such Tax Returns that relates to the Pre-Closing Tax Period (as determined pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return 5.12(a)), and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter extent such Taxes are not included or reflected on the Closing Working Capital Statement, at the later of five (5) Business Days prior to the due date for (including extensions) of such Straddle Period Tax Return. The fees and expenses Returns or upon written demand therefore. (iii) Except as specifically provided in Section 5.12(b)(ii), neither Buyer nor any of its Affiliates shall (or after the Independent Accounting Firm Closing, shall be shared equally between Seller and Buyer. Each cause or permit the Company to) file, amend, refile or otherwise modify (or grant an extension of Buyer and Seller shall reimburse the other party no later than ten (10any statute of limitations with respect to) Business Days following the due date for any Straddle Period Tax Return (taking into account relating in whole or in part to the Company with respect to any valid extensions thereof) to Pre-Closing Tax Period without the prior written consent of Parent, which consent shall not be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementunreasonably withheld, delayed or conditioned.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, prepared and timely file or cause to be timely filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of any of the Group Companies that are required (or any of the assets transferred pursuant to be filed in respect of a the Specified Transactions) for all Pre-Closing Tax Period, and shall pay all Taxes Periods that are due with respect to such Tax Returns. (b) Buyer shall prepare before or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of on the Closing Date (including extensions), and Purchaser shall remit any Taxes due cooperate, to the extent required, in respect of filing such Tax Returns. With respect to each Straddle Period All such Tax Return to Returns shall be filed prepared consistent with the past practice of Seller or the Group Companies, as applicable, unless otherwise required by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at applicable Law. At least thirty ten (3010) days prior to the due date for filing such Straddle Period Tax Return Returns (including valid extensions) together with a statement setting forth the amount other than Tax Returns of Tax allocated to Seller or the Seller pursuant Group), Seller shall deliver drafts to Section 8.2 Purchaser of any such Tax Returns, and Seller shall permit Purchaser to review and comment upon such Tax Returns, which comments Seller shall consider in good faith. (b) Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns (other than Tax Returns of Seller or the Seller Group) in respect of such any of the Group Companies (or any of the assets transferred pursuant to the Specified Transactions) for all Pre-Closing Tax Periods and Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days Periods that are due after the date Closing Date. All such Tax Returns shall be prepared reasonably consistent with the past practice of receipt by Seller or the Group Companies, as applicable, with respect to positions that could reasonably be expected to affect the liability of such Straddle Period Tax Return and allocationSeller, to request in writing or any reasonable changes to such Straddle Period Tax ReturnSeller Group member, under this Agreement or otherwise. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within At least ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for filing such Straddle Period Tax Return. The fees and expenses Returns, Purchaser shall deliver drafts to Seller of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period such Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return Returns showing amounts for which Seller, or any Seller Group member, could be liable under this Agreement or otherwise. Purchaser shall cause such first party is responsible pursuant Tax Returns to reflect any reasonable comments of Seller to the extent such comments relate to amounts for which Seller, or any Seller Group member, could be liable under this AgreementAgreement or otherwise.

Responsibility for Filing Tax Returns. (a) Seller Sellers’ Representative shall prepare or cause to be preparedprepared all Tax Returns for the Holding Companies and their Subsidiaries that are required to be filed after the Closing Date for any Tax periods ending on or before the Closing Date (“Pre-Closing Tax Periods”), in accordance with the prior custom and practice of such entities in filing their Tax Returns except to the extent required by applicable Law, and Buyer shall file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all such Tax Returns in respect a timely manner. As soon as reasonably practicable and in no event less than twenty (20) days prior to the due date for filing any such Tax Return, Sellers’ Representative shall permit Buyer to review and comment on each such Tax Return. Within ten (10) days of the Companies that are required receipt of any such Tax Return, Buyer shall provide its comments to be filed in respect such Tax Return. Sellers’ Representative shall incorporate any reasonable comments of a Pre-Closing Tax PeriodBuyer, and Sellers’ Representative and Buyer shall pay all Taxes due endeavor in good faith to resolve any disputes with respect to such comments prior to filing any such Tax Returns. (b) Return. Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns for the Holding Companies and their Subsidiaries for Straddle Periods, in accordance with respect the prior custom and practice of such entities in filing their Tax Returns except to the Companies extent required by applicable Law. As soon as reasonably practicable and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period no event less than twenty (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (3020) days prior to the due date for filing any such Straddle Period Tax Return (including valid extensions) together with for a statement setting forth the amount of Tax allocated Straddle Period, Buyer shall permit Sellers’ Representative to the Seller pursuant to Section 8.2 in respect of review and comment on each such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within Within ten (10) days after Buyer has received Seller’s written request for changesof receipt of any such Tax Return, then any disputed issues Sellers’ Representative shall be immediately submitted provide its comments to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees Buyer shall incorporate any reasonable comments of Sellers’ Representative, and expenses Sellers’ Representative and Buyer shall endeavor in good faith to resolve any disputes with respect to such comments prior to filing any such Tax Return. Buyer shall timely pay (or cause to be paid) all Taxes relating to Tax Returns covered by this Section 6.8(b), and Sellers (or the MIPC Sellers in the case of Tax Returns of MIPC, and PGGM in the case of Tax Returns of PGGM Blocker) shall reimburse Buyer for payment of any such Taxes if and to the extent the same are Pre-Closing Taxes (except to the extent that any such Pre-Closing Taxes are reflected in the computation of the Independent Accounting Firm shall be shared equally between Seller and BuyerFinal Purchase Price). Each of Upon reasonable request, Buyer and Seller Sellers shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period cooperate with one another in regard to Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementcompliance and reporting matters.

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer Parent shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns with respect to for the Companies Company and shall remit any Taxes due in respect the Surviving Company that have not yet been filed as of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared the Closing Date, in a manner consistent with past practice; provided further, except as otherwise required by applicable Law. Parent shall deliver to Representative all income Tax Returns for any Pre-Closing Tax Periods (including Tax Returns for Straddle Periods) that are to be filed after the Closing Date for review and comment no less than fifteen (15) days before the applicable due date. Except to the extent that an amendment or election would not result in an increase in liabilities for a Pre-Closing Tax Period, Parent shall not, without the Representative’s prior written consent, cause or permit the Surviving Company to (i) amend any Tax Return that relates in whole or in part to any Pre-Closing Tax Period or (ii) make any election that has retroactive effect to any Pre-Closing Tax Period. (ii) Except to the extent that such refund is attributable to the carryback of a Tax attribute attributable to a Post-Closing Tax Period or such refund was included as an asset in Net Working Capital, the Company Equityholders shall be entitled to any Tax refunds that are received by Parent or the Surviving Company, and any amounts credited against Taxes to which Parent or the Surviving Company become entitled in any Post-Closing Tax Period of Company, that Seller relate to any Pre-Closing Tax Period, including Taxes paid with respect to a Pre-Closing Tax Period of Company. Parent shall prepare pay or cause to be prepared and file or cause paid over to be filed the Company Equityholder’s (in accordance with each Company Equityholder’s Fully Diluted Ownership Percentage) any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth refund or the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of any such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, credit within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten twenty (1020) days after Buyer has received Seller’s written request for changes, then any disputed issues receipt of such refund or after becoming entitled to such credit against Taxes. Any payment under this Section 7.8(a) shall be immediately submitted to the Independent Accounting Firm to resolve in considered a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementpurchase price adjustment.

Responsibility for Filing Tax Returns. (a) Seller The Sellers’ Representative shall prepare (or cause to be prepared) all Tax Returns (other than those relating to Transfer Taxes, which are addressed by Section 10.04) that are required to be filed by or with respect to the Group Companies for any taxable year or period that ends on or before the Closing Date (each, a “Seller Prepared Return”). The Purchaser will (and will cause the Company to) cooperate with the Sellers’ Representative to enable the Sellers’ Representative to utilize the Company’s existing tax return preparation firm(s) (the “Accounting Firm”). Such cooperation may include providing access to books and records and accounting staff, and delegating authority to the Sellers’ Representative under the Accounting Firm’s engagement agreement sufficient for the Accounting Firm to take direction from the Sellers’ Representative, or otherwise ensuring that the Sellers’ Representative will have access to (and the ability to direct, even if indirectly through the Company) the Accounting Firm. For the avoidance of doubt, the Company will be responsible for filing the Tax Returns. All Seller Prepared Returns shall be prepared consistent with the past practice of the Company, unless otherwise required by applicable Law or agreed by the parties in writing. (i) The Company shall timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Seller Prepared Returns in respect of the Companies that are required to be filed in respect of a Pre-(giving effect to any validly obtained extensions) on or before the Closing Tax Period, and shall pay all Taxes due with respect to such Tax ReturnsDate. (bii) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to In the Companies and shall remit case of any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Prepared Return that is required to be filed within thirty (30giving effect to any validly obtained extensions) days after the Closing Date, Sellers’ Representative shall deliver a draft of such Seller Prepared Return and related work papers to the Purchaser for its review and comment at least twenty (20) Business Days prior to the respective due date of such Seller Prepared Return. The Sellers’ Representative shall consider and incorporate in good faith into such Seller Prepared Return any changes reasonably requested by the Purchaser with respect to such Seller Prepared Return and the Purchaser shall timely file or cause to be filed such Seller Prepared Return; provided that, if Purchaser believes in good faith that filing any such Seller Prepared Return would reasonably be expected to result in the imposition of criminal penalties on the Purchaser or any of its Affiliates, the Purchaser shall be entitled to make such changes as the Purchaser reasonably believes are necessary to avoid such penalties. (b) The Purchaser will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns (other than those relating to Transfer Taxes, which are addressed by Section 10.04) of the of the Group Companies for all Straddle Periods; provided, however, that, with respect to each such Tax Return, to the extent relating to any Pre-Closing Date Tax Period, such Tax Return shall be prepared on a basis consistent with prior practice, unless otherwise required by applicable Law or agreed by the parties in writing. The Purchaser shall provide a draft of any such Tax Return and shall remit any Taxes related work papers to the Sellers’ Representative for its review and comment at least twenty (20) Business Days prior to the respective due in respect date of such Tax Returns. With The Purchaser shall consider and incorporate in good faith into such Tax Returns any changes reasonably requested by the Sellers’ Representative with respect to each Straddle Period such Tax Return Returns insofar as they relate to be filed by Taxes for which the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior Sellers have the obligation to indemnify the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller Purchaser pursuant to Section 8.2 in respect of 10.04 and the Purchaser shall timely file (or cause to be timely filed) such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return with the relevant Tax Authority as so adjusted. (c) All Taxes due and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period payable with respect to Tax Return and allocation, to request Returns described in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues this Section 8.01 shall be immediately submitted paid or caused to be paid by preparer to the Independent Accounting Firm relevant Tax Authority, subject to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed reimbursement by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementARTICLE IX.

Responsibility for Filing Tax Returns. (ai) Seller On or prior to the Closing, the Company and the Shareholders’ Representative shall prepare or cause to be prepared, and timely file or cause to be timely filed when due (in a manner consistent with past practicestaking into account all extensions properly obtained) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-on or prior to the Closing Tax Period, and shall pay all Taxes due Date by or with respect to such Tax Returns. the Company and the Company shall timely remit (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”timely remitted) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With All such Tax Returns shall be prepared in a manner consistent with prior practice, unless otherwise required by applicable Law, and, with respect to each Straddle Period all Tax Return Returns, shall be provided to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Parent at least thirty fourteen (3014) days prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return for Parent’s review and approval, which approval shall not be unreasonably conditioned, withheld or delayed. The Company shall accept any reasonable comments of Parent made to such Tax Returns; provided, that the Company shall only be required to accept comments that are at least at a “should” level of authority. The Company shall provide Parent with copies of such income Tax Returns and other Tax Returns promptly following filing. (ii) Following the Closing, Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company after the Closing Date. With respect to any such Tax Return required to be filed with respect to the Company for a taxable period beginning prior to the Closing Date, Parent shall provide the Shareholders’ Representative with a copy of such completed Tax Return together with appropriate supporting information and schedules at least fourteen (14) days prior to the due date (including valid extensionsany extension thereof) together with a statement setting forth for the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect filing of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return for the Shareholders’ Representative’s review and approval, which approval shall not be unreasonably conditioned, withheld or delayed. Parent, the Company shall accept any reasonable comments of the Shareholders’ Representative made to such allocation andTax Returns; provided, within 10 days after that the date Parent and the Company shall only be required to accept comments that are at least a “should” level of receipt by Seller authority. The Company shall provide Shareholders’ Representative with copies of such Straddle Period income Tax Return Returns and allocation, other Tax Returns promptly following filing. All Tax Returns required to request be filed or caused to be filed in writing any reasonable changes to such Straddle Period Tax Return. Seller accordance with this Section shall be prepared and Buyer agree to consult filed in a manner consistent with past practice unless otherwise required by applicable Law and resolve Parent and the Shareholders’ Representative shall attempt in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter disagreements regarding such Tax Returns prior to the due date for such Straddle Period Tax Returnfiling. The fees and expenses Except as required by applicable Law, without the prior written consent of the Independent Accounting Firm Shareholders’ Representative, neither Parent or the Company shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for file any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period amended Tax Return for which any period beginning on or before the Closing Date, except (y) amended Tax Returns for such first party is responsible pursuant periods may be filed to this Agreementcorrect material errors that are discovered in such Tax Returns that, absent such correction, would materially and adversely affect Parent or the Company for taxable periods (or portions thereof) beginning after the Closing Date, and (z) amended Tax Returns for such periods may be made for the purpose of carrying back net operating losses or similar items from taxable periods (or portions thereof) beginning after the Closing Date to taxable periods beginning on or before the Closing Date.

Responsibility for Filing Tax Returns. (a) The Seller shall prepare or cause to be prepared, and timely file or cause all Tax Returns required to be filed by the Company and its Subsidiaries that (in a manner consistent with past practices1) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect (taking into account extensions) on or before the Closing Date or (2) are required to be filed (taking into account extensions) after the Closing Date and (a) are consolidated returns of the Seller and its Affiliates or (b) are required to be filed on a separate Tax Return basis for any Pre-Closing Tax Period, and . The Seller shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared paid all Taxes shown due on such Tax Returns except for any such Taxes duly reserved and file accrued for that are reflected in the Closing Working Capital. All other Tax Returns required to be filed by the Company and its Subsidiaries shall be the responsibility of the Purchaser and Purchaser shall pay or cause to be filed when paid all Taxes shown due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returnsthereon. With respect to each Straddle Period any Tax Return to be filed by Purchaser for a taxable period that includes a Straddle Period, Purchaser shall prepare such Tax Returns in a manner consistent with the Buyer, Buyer Company's prior practice. Purchaser shall deliver a copy provide the Seller with copies of such Straddle Period completed Tax Return Returns at least thirty twenty (3020) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together thereof, along with a statement setting forth supporting work papers, for the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax ReturnSeller's review and approval. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. The Seller and Buyer agree to consult and resolve Purchaser shall attempt in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter disagreements regarding such Tax Returns prior to the due date for filing. In no event shall Purchaser file any such Tax Return relating to the Company for a taxable period that includes a Straddle Period Tax Returnwithout the prior approval of the Seller, which shall not be unreasonably withheld or delayed. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse timely pay to Purchaser all Taxes for which the other party no later than ten (10) Business Days following Company and its Subsidiaries may be liable with respect to any Pre-Closing Tax Period. Purchaser shall timely pay to the due date Seller all refunds of Taxes for which the Company and its Subsidiaries are paid after the Closing for any Straddle Period Pre-Closing Tax Return (taking into account Period, but shall have no obligation to request any valid extensions thereof) to be filed by the other party for any Taxes due in respect refund of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementTaxes.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect for the Acquired Companies for all periods ending on or prior to the Companies and shall remit any Taxes due in respect of Closing Date that are filed after the Closing Date that were not previously filed before the Closing Date. All such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) Returns shall be prepared in a manner consistent with past prior practice; provided further, unless such prior practice is not in accordance with applicable Law. Buyer and SNIH Stockholders agree that all Transaction Tax Deductions shall be treated as properly allocable to the Pre-Closing Tax Period to the extent permitted by applicable Law. Subject to the foregoing, Buyer shall include all Transaction Tax Deductions as deductions in the Income Tax Returns of the Acquired Companies for the taxable period that ends on the Closing Date to the extent deductible under applicable Law. Buyer shall not take any action, or to the extent within its control permit any action to be taken, other than the transactions expressly contemplated hereby, that Seller may prevent the taxable year of the Acquired Companies from ending for federal and state Income Tax purposes at the end of the day on which the Closing occurs. To the extent the Transaction Tax Deductions are not fully utilized in the taxable year that ends on the Closing Date, SNIH Stockholders, Buyer, and the Acquired Companies consent and agree that SNI Holdco shall elect to carry back any loss to prior taxable years to the fullest extent permitted by Law (using any available short-form or accelerated procedures and filing amended Tax Returns to the extent necessary), and Buyer shall prepare and timely file, or cause to be prepared and file or cause timely filed, any claim for refund resulting from such carryback as part of the preparation and filing of the Tax Returns described in this Section 11.3. Buyer may rely on any instructions from Stockholders’ Representative. Buyer shall permit SNIH Stockholders to be filed any review and comment on each such Straddle Period Tax Return that is required described in the preceding sentence prior to be filed within thirty (30) days of the Closing Date filing and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed make all changes as are reasonably, timely requested by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementStockholders’ Representative.

Responsibility for Filing Tax Returns. (ai) Seller The Parent shall prepare or cause to be prepared, and file or cause to be prepared and filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in by or with respect of to the Blockers that are acquired at the Closing and the Group Companies that are due after the Closing Date. With respect to any Tax Returns for a taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) or with respect to any Straddle Period (a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Period Tax Return in respect of and a Straddle Period (Tax Return respectively, each a “Straddle Period Tax Pre-Closing Return”) ), such Tax Returns shall be prepared in a manner consistent with past practice; provided furtherpractice of any Blocker or Group Company, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is as applicable, unless otherwise required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returnsby Law. With respect to each Straddle Period Tax Return to be filed by the Buyerany Pre-Closing Return, Buyer Parent shall (i) deliver a copy of such Straddle Period Tax Return at least thirty to the Representative for its review and approval not less than twenty (3020) days prior to the due date for filing on which such Straddle Period Tax Return is due to be filed (including valid taking into account any applicable extensions) together with a statement setting forth and (ii) make any changes requested by the amount of Representative, unless such changes have no reasonable basis under applicable Tax allocated Law. If the Parties disagree as to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable whether or not changes to any item reflected on any such Straddle Period Pre-Closing Return have no reasonable basis under applicable Tax Return. Seller and Buyer agree to consult and resolve Law, they shall negotiate in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute such disagreement. If they cannot reach a final resolution within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to of the due date for of such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Pre-Closing Return (taking into account any valid extensions thereofapplicable extension) the matter shall be submitted to the Dispute Resolution Arbiter for resolution, the costs of which shall be filed borne equally fifty percent (50%) by the other party Parent and fifty percent (50%) by the Representative. (ii) In connection with the preparation of Tax Returns under this Section 10.03(a), the Parties agree that all Transaction Deductions shall be treated as properly allocable to a Pre-Closing Tax Period or the pre-Closing portion of a Straddle Period, in each case to the extent permitted by applicable Law. The Parties shall apply the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of any success-based fees that are deductible in any such period. The Parties agree that (i) the U.S. federal income tax year and, to the maximum extent permitted by Law, the state and local income tax year of the Blockers and any Group Company treated as a corporation for income tax purposes shall end as of the end of the Closing Date and (ii) neither the Blockers that are acquired at the Closing nor any Taxes due Group Company shall elect to waive any carryback of net operating losses under Section 172(b)(3) of the Code on any Tax Return of the Blockers or a Group Company filed in respect of a taxable period ending on or before the Closing Date to the extent such Straddle Period carryback could otherwise give rise to any Tax Return for which such first party is responsible refund payable to the Securityholders pursuant to Section 10.03(d). The Parties agree to prepare all Tax Returns with respect to the Blockers and the Group Companies consistent with this AgreementSection 10.03(a)(ii).

Responsibility for Filing Tax Returns. (ai) The Seller Representative, at the cost and expense of Sellers, shall prepare prepare, or cause to be prepared, and, to the extent applicable, shall timely file any Pass-Through Tax Return for the Company and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of any applicable Subsidiary for a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a the “Straddle Period Tax ReturnSeller Prepared Returns”) ). Such Seller Prepared Returns shall be prepared in on a manner basis consistent with past practice; existing procedures and practices and accounting methods, and, to the extent applicable, the conventions provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax ReturnsSection 8.6(a)(iv). With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at At least thirty (30) days prior to the due date for filing such Straddle Period Tax of any Seller Prepared Return (including valid extensions) together with a statement setting forth due after the amount of Tax allocated Closing Date that needs to be signed by any Target Company, the Seller pursuant Representative shall submit such Seller Prepared Return to Section 8.2 in respect of such Straddle Period Tax Return. Seller Buyer for Buyer’s review and comment, and shall have the right to review such Straddle Period Tax Return accept and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any incorporate all reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocationcomments. In the even event Buyer and the Parties Seller Representative are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changesagree on all reasonable comments, then any disputed issues the parties shall be immediately submitted to retain the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Returntheir dispute. The fees and expenses determination of the Independent Accounting Firm shall be final and binding on all parties. The cost of the Accounting Firm shall be shared equally between Seller by the Sellers, on the one hand, and Buyer. Each of Buyer and Seller shall reimburse , on the other party no later than ten hand. Buyer shall cause the applicable Target Company to sign and timely file the Seller Prepared Return. (10ii) Business Days following Buyer, at its sole cost and expense, shall cause the Target Companies and their respective Subsidiaries to prepare and timely file all Tax Returns of the Target Companies and their respective Subsidiaries due date for after the Closing Date that are not Seller Prepared Returns. (iii) Except as required by Law, Buyer shall not, and shall not allow any Straddle Period Affiliate, Target Company or any of their respective Subsidiaries to, (i) amend, change, file, or re-file, or make or revoke any material Tax election with respect to, any Seller Prepared Return or any other Tax Return of the Target Companies or any of their respective Subsidiaries for a Pre-Closing Tax Period or Straddle Period, (taking into account ii) extend or waive the applicable statute of limitations with respect to a Tax of the Target Companies or any valid extensions thereofof their respective Subsidiaries for a Pre-Closing Tax Period or Straddle Period, or (iii) file any ruling request with any Governmental Authority that relates to Taxes or Tax Returns of the Target Companies or any of their respective Subsidiaries for a Pre-Closing Tax Period or Straddle Period, in each case, without the prior written consent of the Seller Representative (not to be filed by unreasonably conditioned, withheld, or delayed) if such action would reasonably be expected to either materially increase the other party for Tax liability or reduce the amount of either the Tax deductions with respect to any Taxes due in respect of such Straddle Transaction Deduction allocable to a Pre-Closing Tax Period Tax Return for which such first party is responsible pursuant to this Agreement. (iv) ▇▇▇▇▇ and the Sellers agree with respect to certain Tax matters as follows: (A) That the Company shall terminate under Section 708 of the Code as of the end of the Closing Date and shall file an IRS Form 1065 for the year ending as of the end of the Closing Date, and the Blocker shall have a year ending as of the Closing Date and shall file an IRS Form 1120 for the year ended as of the Closing Date. (B) That any income Tax deduction with respect to any Transaction Deduction paid or accrued on or prior to the Closing Date shall be deducted on the Company’s (or its applicable Subsidiaries’) IRS Form 1065 or IRS Form 1120 for the Tax year ending on the Closing Date/for the portion of a Straddle Period ending on the Closing Date. (C) For U.S. federal income Tax purposes, to treat the Sellers as selling and Buyer as acquiring interests in the Company. (D) That the Target Companies shall timely make an election under Rev. Proc. 2011-29 to deduct seventy percent (70%) of the Transaction Deductions that are success-based fees as defined in Treas. Reg. Section 1.263(a)-5(f). (E) To treat (and cause the Target Companies and each of their Subsidiaries to treat) any gains, income, deductions, losses, or other items realized by any Target Company or any of their Subsidiaries resulting from any Buyer Closing Date Transaction as occurring on the day after the Closing Date. (F) To treat any indemnification payments as adjustments to the Total Consideration for all relevant Tax purposes. (G) To have the Company and any of its Subsidiaries that is classified as a partnership for U.S. federal income tax purposes make an election under Section 754 of the Code on its IRS Form 1065 for the year including the Closing Date. (H) To have the Company and any of its Subsidiaries that is classified as a partnership for U.S. federal income tax purposes effect a “push-out” election pursuant to Section 6226(a) of the Code (and any analogous provision of applicable state, local, or non-U.S. Law) with respect to any Pre-Closing Tax Period or Straddle Period of the Company or any of its Subsidiaries for which the Partnership Tax Audit Rules apply. Unless otherwise required by a determination of a Governmental Authority that is final, the parties shall not (and the parties shall cause the Target Companies and their respective Subsidiaries not to) file a Tax Return that is inconsistent with any agreement pursuant to this Section 8.6(a)(iv), and the parties shall not (and the parties shall cause the Target Companies and their respective Subsidiaries not to take any position) during the course of any Tax Contest or other audit or proceedings that is inconsistent with any agreement pursuant to this Section 8.6(a)(iv).

Responsibility for Filing Tax Returns. (a) Seller Seller, at its sole cost and expense, shall prepare and timely file, or cause to be preparedprepared and timely filed, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Seller Group Tax Returns in respect of for the Acquired Companies for all taxable periods. To the extent that are required any Acquired Company is permitted under applicable Law to be filed in respect treat the Closing Date as the last day of a Pre-taxable period in which the Closing Tax Periodoccurs, Seller and Buyer shall treat (and shall pay all Taxes due cause their respective Affiliates to treat) the Closing Date as the last day of such taxable period with respect to such Acquired Company. For avoidance of doubt, Buyer shall have no right to review any Seller Group Tax Returns. (b) Return. Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other non-Seller Group Tax Returns with respect to for the Acquired Companies and shall remit any Taxes due in respect for all Pre-Closing Tax Periods which have not yet been filed as of such the Closing Date (“non-Seller Group Tax Returns; provided that any ”). All such non-Seller Group Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) Returns shall be prepared and filed in a manner consistent with the past practicepractice of the Acquired Companies, except as otherwise required by applicable Law; provided furtherthat, that Seller (i) for the avoidance of doubt and to the extent permitted by applicable law, all deductions related to or arising out the transactions contemplated by this Agreement shall prepare be treated as arising on or cause to be prepared before the Closing Date, and file (ii) no Acquired Company shall waive any carryback of any net operating loss, capital loss or cause to be filed credit on any such Straddle Period Tax Return. At least 30 days prior to the date on which each such non-Seller Group Tax Return that is due, Buyer shall submit such Tax Return (and all relevant work papers and other items required to understand such Tax Return or other items as reasonably requested by Seller) to Seller for Seller’s review, comment and approval, which shall not be filed within thirty (30) days of unreasonably withheld, conditioned, or delayed. Buyer shall make the Closing Date and shall remit any Taxes due in respect of revisions requested by Seller to such Tax Returns. With Seller and Buyer shall work together in good faith to resolve any differences with respect to each Straddle Period any Tax Returns described in this Section 10.01(a), provided that, to the extent there remains any disagreement between Seller and Buyer with respect to such Tax Returns, the procedures and rules set forth in the dispute resolution mechanism described in Section 1.05(d) shall govern. If any dispute with respect to a Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days is not resolved prior to the due date for filing of such Straddle Period Tax Return, such Tax Return (including valid extensions) together with a statement setting forth shall be filed in the amount of Tax allocated manner prepared by Buyer without prejudice to the resolution of such dispute; provided that, once the resolution of such dispute has been determined, such Tax Returns shall be, if necessary, re-filed or amended to include the final determination of such dispute. Solely to the extent the Seller is responsible for such amounts pursuant to Section 8.2 in respect of such Straddle Period Tax Return. 10.01(j), Seller shall have the right timely pay or cause to review such Straddle Period be timely paid all Taxes reflected as due on all Tax Return and such allocation andReturns described in this Section 10.01 attributable to any Pre-Closing Tax Period, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten no later than five (105) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax ReturnReturns. The fees and expenses of the Independent Accounting Firm Buyer shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) timely pay or cause to be filed by the other party for timely paid all Taxes reflected as due on all non-Seller Group Tax Returns attributable to any Taxes due in respect of such Straddle Period Post-Closing Tax Return for which such first party is responsible pursuant to this AgreementPeriod.

Responsibility for Filing Tax Returns. (ai) Seller The Sellers’ Representative shall prepare or cause to be prepared, and timely file or cause to be prepared and timely filed (in a manner consistent with past practices) with the appropriate Governmental Authorities when due all Tax Returns in respect of the Companies that are required to be filed in by or with respect of a to the Holding Companies, the Company and each Subsidiary for taxable years or periods ending on or before the Closing Date (“Pre-Closing Tax Period, Returns”). The Buyer shall prepare and shall pay timely file or cause to be prepared and timely filed when due all Taxes due Tax Returns that are required to be filed by or with respect to the Holding Companies, the Company and its Subsidiaries for taxable years or periods beginning after the Closing Date and for all Straddle Periods. With respect to Pre-Closing Tax Returns, the Buyer shall cooperate with the Sellers’ Representative in filing such Tax Returns. , including causing the Company and its Subsidiaries to sign and file such Tax Returns. With respect to Tax Returns of the Holding Companies, the Company, and its Subsidiaries for Straddle Periods (b) “Straddle Period Tax Returns”), the Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other such Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with Seller’s past practice; provided furtherpractice unless otherwise required by Law. (ii) With respect to any Pre-Closing Tax Return, that Seller the Sellers’ Representative shall prepare or cause deliver a copy of such Tax Return to the Buyer for its review and approval, such approval not to be prepared and file unreasonably withheld, delayed, or cause conditioned, not less than fifteen (15) Business Days prior to the date on which such Tax Returns are due to be filed (taking into account any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returnsapplicable extensions). With respect to each Straddle Period Tax Return to be filed by Returns, the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty to the Sellers’ Representative for its review and approval, such approval not to be unreasonably withheld, delayed, or conditioned, not less than fifteen (3015) days Business Days prior to the date on which such Tax Returns are due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return filed (taking into account any valid extensions thereofapplicable extensions). Notwithstanding anything in this Section 7.5(b)(ii) to be filed by the contrary in the case of any Pre-Closing Tax Returns or Straddle Tax Returns that are due within thirty (30) Business Days of the Closing Date the Sellers’ Representative or the Buyer, as applicable, shall deliver a copy of such Tax Return to the other party for any Taxes due its review and approval, such approval not to be unreasonably withheld, delayed, or conditioned, as soon as is reasonably practical following the Closing Date, but in respect of such Straddle Period Tax Return for no event later than five (5) Business Days prior to the date on which such first party is responsible pursuant Tax Returns are due to this Agreementbe filed (taking into account any applicable extensions).

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period (i) all Tax Return that is required Returns of the Company due on or prior to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of (ii) all income Tax Returns for the Company that are filed after the Closing Date that relate exclusively to Tax periods ending on or before the Closing Date. All such Tax ReturnsReturns shall be prepared in accordance with past practice (except to the extent otherwise required by applicable Law). With Seller shall permit Purchaser to review and comment on each such Tax Return with respect to each a Pre-Closing Tax Period at least ten (10) days prior to filing and shall make such revisions as are reasonably requested by Purchaser. Purchaser shall cause the Company to sign and timely file any such Tax Returns prepared pursuant to this Section 6.2(a)(i) that are due after the Closing Date. (ii) Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company other than those Tax Returns that are described in Section 6.2(a)(i), provided that, with respect to any such Tax Returns that relate to a Pre-Closing Tax Period or a Straddle Period Tax Return or to the extent Seller may reasonably be expected to be filed by liable pursuant to this Agreement with respect to the BuyerTaxes relating to such Tax Return, Buyer Purchaser shall deliver a copy of any such Straddle Period Tax Return at least thirty to the Seller for review and comment not less than twenty (3020) days Business Days prior to the due date for filing on which such Straddle Period Tax Return is due to be filed (including valid taking into account any applicable extensions), and (iii) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller Purchaser shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve consider in good faith any issue arising as a result of changes reasonably requested by the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute Seller within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period after delivery of such Tax Return to Seller. Purchaser and Seller shall cooperate in good faith to resolve any disagreements with respect to such Tax Returns; provided, that if Seller and Purchaser are unable to resolve any disagreements with respect to such Tax Returns within five (taking into account 5) Business Days after Seller delivers comments to such Tax Returns to Purchaser, (A) either Seller or Purchaser may submit the resolution of such disputed items to the Independent Accountant, and (B) Purchaser shall timely file such Tax Returns as prepared by Purchaser and including any valid extensions thereof) agreed changes reasonably requested by ▇▇▇▇▇▇, to be filed amended as necessary to reflect the resolution by the other party for any Taxes due in respect Independent Accountant of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementdisputed items.

Responsibility for Filing Tax Returns. Sellers shall (ai) Seller shall prepare include the income of the Targets (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502(19)) on the consolidated federal Income Tax Returns of Sellers and on the appropriate combined or cause consolidated state Income Tax returns for all periods through the end of the Closing Date and pay any Income Taxes attributable to be preparedsuch income, and (ii) timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be timely filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is are required to be filed within thirty (30) days by or with respect to any of the Targets for taxable years or periods ending on or before the Closing Date and shall remit pay any Taxes due in respect of such Tax Returns. With Such Tax Returns shall be prepared and filed in a manner consistent with prior custom and practice, except as required by any change in applicable Law. Buyer shall cause the Targets to furnish Tax information to Sellers for inclusion in the Targets’ Tax Returns for the period that includes the Closing Date in accordance with the Targets’ past custom and practice. Buyer shall cause the Targets to file all other Tax Returns for all periods other than periods ending on or before the Closing Date. Sellers or Buyer shall reimburse the other Party the Taxes for which Sellers or Buyer is liable pursuant to Section 9(a) but which are remitted in respect to each Straddle Period of any Tax Return to be filed by the other Party pursuant to this Section 9(c) upon the written request of the Party entitled to reimbursement setting forth in detail the computation of the amount owed by Sellers or Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty as the case may be, but in no event earlier than twenty (3020) days prior to the due date for filing paying such Straddle Period Tax Return (including valid extensions) together with a statement setting forth Taxes. For the amount avoidance of Tax allocated doubt, such reimbursement obligations shall not be subject to the Seller pursuant to limitations on indemnification set forth in Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement8.

Responsibility for Filing Tax Returns. (a) Seller Sellers’ Representative shall prepare prepare, or cause to be prepared, and file file, or cause to be filed (in filed, on a manner consistent with past practices) with the appropriate Governmental Authorities timely basis all Tax Returns in with respect of to Target for taxable periods ending on or prior to the Companies that are required to be filed in respect of Closing Date (a “Pre-Closing Tax Period”), and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be including those that are filed when due all other Tax Returns with respect to after the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared Closing Date, in a manner which is consistent with past practice; provided further, that Seller practice except for changes in applicable Law or changes in fact. Sellers’ Representative shall prepare or cause to be prepared and file or cause to be filed any provide such Straddle Pre-Closing Tax Period Tax Return that is required Returns (including supporting work papers and any other information reasonably requested by Buyer) to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing on which such Straddle Period Tax Return Returns are required to be filed (including valid taking into consideration applicable extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Returnfor its review and comment. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within Within ten (10) days after the receipt of any Pre-Closing Tax Period Tax Return, Buyer has received Sellerwill submit to Sellers’ Representative in writing any proposed changes to such Tax Return. Buyer and Sellers’ Representative will endeavor in good faith to resolve any differences with respect to the Pre-Closing Tax Period Tax Return within fifteen (15) days after Sellers’ Representative’s receipt of written request proposed changes from Buyer. Sellers shall timely pay all Target’s Taxes due and owing with respect to any Pre-Closing Tax Period Tax Return. In the case of any Tax Return for changesa Straddle Period, then such Tax Returns shall be prepared by Buyer in a manner consistent with past practice except for changes in applicable Law or changes in fact. Buyer shall provide any Straddle Period Tax Returns (including supporting work papers and any other information reasonably requested by Sellers’ Representative) to Sellers’ Representative at least thirty (30) days prior to the date on which such Tax Returns are required to be filed (taking into consideration applicable extensions) for its review and comment. Within ten (10) days after the receipt of any Straddle Period Tax Return, Sellers’ Representative will submit to Buyer in writing any proposed changes to such Tax Return. Buyer and Sellers’ Representative will endeavor in good faith to resolve any differences with respect to the Straddle Period Tax Return within five (5) days after Buyer’s receipt of written proposed changes from Sellers’ Representative. Sellers’ Representative shall timely pay all Target Taxes due and owing with respect to any Pre-Closing Straddle Period as determined pursuant to Section 6(b)(iii). Any unresolved disputes regarding a Pre-Closing Tax Period Tax Return or Straddle Period Tax Return will be resolved by the Arbitrating Accountant (or another nationally recognized independent public accounting firm agreed upon by Buyer and Sellers’ Representative), the costs of which shall be borne by each Party in the percentage inversely proportionate to the percentage of the total amount of the total items submitted for dispute that are resolved in such Party’s favor. The determination of the Arbitrating Accountant shall be binding on the Parties. In the event the Arbitrating Accountant does not resolve any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter issue prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm , then such Tax Return shall be shared equally between Seller and filed as previously prepared by Sellers’ Representative or Buyer. Each of , as applicable, (reflecting any changes agreed to by Buyer and Seller Sellers’ Representative) and Buyer shall reimburse use reasonable efforts to file an amended Tax Return to reflect the other party no later than ten Arbitrating Accountant’s final resolution of such disputed issue. Except as otherwise required by Law, without the prior written consent (10such consent not to be unreasonably withheld, conditioned or delayed) Business Days following the due date for of Sellers’ Representative, neither Buyer nor Target shall (A) file any Straddle Period Tax Return (taking into account any valid extensions thereofamended or otherwise) with respect to be filed by the other party Target for any Taxes due in respect Pre-Closing Tax Period or (B) enter into any closing agreement, settle any Tax claim or assessment relating to Target, surrender any right to claim a refund of such Straddle Period Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Target for any Pre-Closing Tax Period, or take any other similar action relating to the filing of any Tax Return for which or the payment of any Tax, in each case to the extent such first party is responsible pursuant to action would increase the Tax liability of Sellers or the liability of Sellers under this Agreement.

Responsibility for Filing Tax Returns. (a) Seller shall prepare (or cause to be prepared) and file (at the expense of Seller) all Income Tax Returns for the Company and its Subsidiaries that are for a tax period ending on or prior to the Closing Date (each such Tax Return being a “Seller Return”). Seller shall provide each Seller Return to Buyer for review and approval to file at least twenty (20) Business Days prior to the filing thereof. Buyer shall cause the Company and its Subsidiaries to provide Seller (or its designee) with all necessary authorizations and documents to permit Seller (or its designee) to execute all such Seller Returns on behalf of the Company and its Subsidiaries. The parties agree, at ▇▇▇▇▇’s request, to make an election to restore the value of the stock of the Company and its Subsidiaries for purposes of computing the limitation under Section 382 of the Code, as applicable, and file such election shall be made in accordance with the requirements provided for in Treasury Regulation Section 1.382-8(h) and in a manner satisfactory to Buyer. Buyer shall duly prepare all (or cause to be filed prepared) and file (in a manner consistent with past practicesor cause to be filed) with the appropriate Governmental Authorities all Tax Returns in respect (other than any Seller Return) of the Companies Company and its Subsidiaries that are required due (taking into account any extensions of time to be filed in respect of file) after the Closing Date (each such Tax Return being a “Buyer Return”). Buyer shall provide each material Buyer Return that relates to a Pre-Closing Tax Period (including any Straddle Period) to Seller for review as soon as practicable prior to the due date thereof; provided, that this sentence shall not apply to any Buyer Return that is a consolidated, affiliated or combined return and that includes Persons other than the Company or its Subsidiaries. Buyer shall pay all Taxes due consider ▇▇▇▇▇▇’s comments to any Buyer Return in good faith and to the extent they are not inconsistent with the parties’ agreements on Tax-related matters as set forth in this Agreement. With respect to such Tax Returns. (b) Buyer any Seller Return, Seller shall prepare timely pay or cause to be prepared and file or cause to be filed when due paid all other Tax Returns Taxes reported on such Seller Return, and, with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period Buyer Return, Seller shall, no less than five (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (305) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth of such Buyer Return, pay or cause to be paid to Buyer the amount of Tax allocated any Taxes reported on such Buyer Return to the Seller pursuant to Section 8.2 extent such Taxes are Pre-Closing Taxes, except, in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocationeach case, to request the extent such Taxes were included in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result the determination of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementClosing Debt.

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns for the Company and its Subsidiary that have not yet been filed as of the Closing Date. The Purchaser shall timely pay or cause to be timely paid any amount shown as due on such Tax Returns. At least 15 days prior to the date on which each such Tax Return is due, the Purchaser shall submit such Tax Return to the Shareholder Representative to provide the Shareholder Representative with an opportunity to review and comment on such Tax Returns and for such Tax Returns to be modified, by mutual agreement of Purchaser and Shareholder Representative, if such Tax Return will impact the Shareholders. (ii) The Shareholders receiving any portion of the Merger Consideration payable hereunder shall be severally but not jointly liable to pay and reimburse the Purchaser the amount of any Taxes paid by Purchaser for the Company and its Subsidiary for Pre-Closing Tax Periods (including the portion of any Straddle Period through the end of the Closing Date), that exceed prepayments made with respect to such Taxes prior to the Companies Closing Date and shall remit the amount of Taxes which are a current liability for purposes of determining the Closing Date Net Working Capital. The Shareholders, severally but not jointly, covenant and agree to pay, and to indemnify, defend and hold harmless the Purchaser Indemnified Parties, from and against all Losses relating to, or arising from (i) all Taxes (or the non-payment thereof) attributable to (including by virtue of Treasury Regulations § 1.1502-6 and any Taxes due in respect similar provision of such state, local, or foreign Tax Returns; provided that Laws) the Company and the Subsidiary for Pre-Closing Periods and any such Tax Return in respect portion of a Straddle Period (through the Closing Date not taken into account as assets or liabilities in calculating Closing Date Net Working Capital. Each Shareholder's several liability under this Section 11.1(a)(ii) shall mean that such Shareholder is severally liable for the Losses of a “Straddle Period Tax Return”Purchaser Indemnified Party to the extent of his/her/its Pro Rata Share of such Losses. Any indemnification, reimbursement or payment to be made by the Shareholders pursuant to this Section 11.1(a)(ii) shall be prepared paid by means of cancellation of Holdback Shares in a manner consistent accordance with past practice; provided further, that Seller shall prepare or cause to be prepared the terms of Section 2.12 herein and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Holdback Agreement.

Responsibility for Filing Tax Returns. (a) Seller Except to the extent otherwise required under applicable Law, the Parties shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with treat the appropriate Governmental Authorities taxable year of the Company as ending for all Tax Returns in respect purposes at the end of the Companies that are required to be filed in respect of a Pre-day on the Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer Date. The Equityholders’ Representative shall prepare or cause to be prepared and file or cause to be timely filed when due all other income and franchise Tax Returns with respect to for the Companies and shall remit any Taxes due in respect Company for the Tax Period ending on the day of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period the Closing Date (each, a “Straddle Period Final Pre-Closing Income Tax Return”) ). Unless otherwise required by applicable Law, the Tax consequences resulting from the Spin Out shall be prepared reflected on the Final Pre-Closing Income Tax Return and, unless otherwise required by applicable Law, the Equityholders’ Representative shall prepare such Final Pre-Closing Income Tax Returns in a manner consistent with the past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period practice of the Company. Each Final Pre-Closing Income Tax Return that is required shall be submitted to be filed Parent for review and comment within thirty one hundred fifty (30150) days of following the Closing Date and the Equityholders’ Representative shall remit consider in good faith any reasonable comments made by Parent prior to the filing of such Tax Return. Parent shall prepare and timely file all other Tax Returns of the Company or any of its Subsidiaries (other than Colorescience) (each, a “Parent Prepared Tax Return”) that are due after the Closing Date with respect to any Tax period ending on or before the Closing Date and any Straddle Period (for the avoidance of doubt, other than any Tax Returns that Colorescience is obligated to prepare pursuant to Section 1.8(b) of the Spin Out Agreement). Unless otherwise required by applicable Law, Parent shall prepare such Parent Prepared Tax Returns in a manner consistent with the past practices of the Company. If the Equityholders may be liable under this Agreement for any Taxes due in with respect of to such Parent Prepared Tax Returns. With respect , Parent shall submit such Parent Prepared Tax Returns to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Equityholders’ Representative for his review and comment at least thirty (30) days prior to the due date for filing of such Straddle Period Tax Return (including valid extensions) together with a statement setting forth and Parent shall revise such Tax Return to reflect any reasonable comments made by the amount of Tax allocated Equityholders’ Representative prior to the Seller pursuant filing of such Tax Return; provided, however, that to Section 8.2 in respect the extent that both (i) such Tax Return is a Straddle Period return and (ii) the majority of the taxes payable for such Straddle Period Tax Return. Seller shall have are not allocable to the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller portion of such Straddle Period Tax Return and allocationperiod ending on the Closing Date, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve then Parent need only consider in good faith any issue arising as a result of comments made by the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter Equityholders’ Representative prior to the due date for filing of such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall Parent will prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns for the Company and its Subsidiaries that have not been filed as of the Closing Date. Parent will timely pay or cause to be timely paid any amount shown as due on such Tax Returns. All such Tax Returns that are with respect to the Companies and shall remit any Taxes due in respect of such Pre-Closing Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall Periods will be prepared in a manner that is consistent with the past practice; provided furthercustom and practice of the Company and its Subsidiaries, except as otherwise required by applicable Law. Neither the Company nor any of its Subsidiaries will waive any carryback of any net operating loss, capital loss or credit on any such Tax Return. At least 30 days prior to the date on which each Tax Return with respect to any Pre-Closing Tax Period is due, Parent will submit such Tax Return to the Representative to provide the Representative with an opportunity to comment on and approve such Tax Returns (which approval will not be unreasonably withheld, conditioned or delayed). Parent will make any changes reasonably requested by the Representative in time for the Tax Return to be timely filed. (ii) With respect to the preparation of Tax Returns, Parent and the Representative agree that all Transaction Tax Deductions will be treated as properly allocable to the Pre-Closing Tax Period. Parent will include all Transaction Tax Deductions as deductions in the Tax Returns of the Company or its Subsidiaries for the Pre-Closing Tax Period that ends on the Closing Date and will request a refund (rather than a credit against future Taxes) with respect to any overpayment for any Pre-Closing Tax Period. For the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Parent will cause the Company and each of its Subsidiaries to carry on its business only in the ordinary course in the same manner as heretofore conducted. Parent, the Company and the Subsidiaries will not take any action, or permit any action to be taken, that Seller shall may prevent the Tax year of the Company and its Subsidiaries from ending for all relevant Tax purposes at the end of the day on which the Closing occurs and will, to the extent permitted by applicable Law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and the Subsidiaries. (iii) To the extent the Transaction Tax Deductions are not fully utilized in the Pre-Closing Tax Period, the Representative, Parent and the Company consent and agree that the Company and each Subsidiary, as appropriate, will elect to carry back any item of loss, deduction, or credit from any Transaction Tax Deductions to prior taxable years to the fullest extent permitted by Law (using any available short form or accelerated procedures and filing amended Tax Returns to the extent necessary), and Parent, the Company and/or the Subsidiaries will prepare and file, or cause to be prepared and file or cause to be filed filed, as soon as practicable following the Closing Date, any claim for refund resulting from such Straddle Period Tax Return that is required to be filed within thirty (30) days carry back as part of the Closing Date preparation and shall remit any Taxes due filing of the Tax Returns described in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by Section 10.01(a)(i) (and the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall Representative will have the right to review such Straddle review, comment and approval rights described in the last sentence of Section 10.01(a)(i)). (iv) The Representative and Parent acknowledge and agree that no Tax Returns of the Company or any of its Subsidiaries for any Pre-Closing Tax Period Tax Return and such allocation and, within 10 days after the date shall reflect any acceleration of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising deferred revenue as a result of Parent’s, the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve Company’s or any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse Company’s Subsidiaries’ financial or acquisition accounting in conjunction with the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed transactions contemplated by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer Parent shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns for Company and its Subsidiaries that have not yet been filed as of the Closing Date. Parent shall timely pay or cause to be timely paid any amount shown as due on such Tax Returns. All such Tax Returns that are with respect to the Companies and shall remit any Taxes due in respect of such Pre-Closing Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) Periods shall be prepared in a manner that is consistent with the past practice; provided furthercustom and practice of Company and its Subsidiaries, except as required by a change in applicable Law. Neither Company nor its Subsidiaries shall waive any carryback of any net operating loss, capital loss or credit on any such Tax Return. At least 30 days prior to the date on which each such Tax Return is due, Parent shall submit such Tax Return to the Stockholders’ Representative to provide the Stockholders’ Representative with an opportunity to comment on and approve such Tax Returns and for such Tax Returns to be modified, as requested by the Stockholders’ Representative, before filing. (ii) With respect to the preparation of Tax Returns, Parent and the Stockholders’ Representative agree that all Transaction Tax Deductions shall be treated as allocable to the Pre-Closing Tax Period. To the extent permitted by applicable Law, Parent shall include all Transaction Tax Deductions as deductions in the Tax Returns of Company or its Subsidiaries for the Pre-Closing Tax Period that ends on the Closing Date (and shall request a refund (rather than a credit against future Taxes) with respect to any overpayment for any Pre-Closing Tax Period. For the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Parent shall cause Company and its Subsidiaries to carry on its business only in the ordinary course in the same manner as heretofore conducted. Parent, Company and its Subsidiaries shall not take any action, or permit any action to be taken, that Seller may prevent the Tax year of Company and its Subsidiaries from ending for all relevant Tax purposes at the end of the day on which the Closing occurs and shall, to the extent permitted by applicable Law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of Company and the Subsidiary. (iii) To the extent the Transaction Tax Deductions are not fully utilized in the Pre-Closing Tax Period, Parent, the Stockholders’ Representative, and Company consent and agree that Company and the Subsidiary, as appropriate, shall elect to carry back any item of loss, deduction, or credit from any Transaction Tax Deductions to prior taxable years to the fullest extent permitted by Law (using any available short-form or accelerated procedures and filing amended Tax Returns to the extent necessary), and Parent, Company and/or the Subsidiaries shall prepare and file, or cause to be prepared and file or cause to be filed filed, as soon as practicable following the Closing Date, any claim for refund resulting from such Straddle Period Tax Return that is required to be filed within thirty (30) days carry back as part of the Closing Date preparation and shall remit any Taxes due filing of the Tax Returns described in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by Section 6.20(a)(i) (and the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller Stockholders’ Representative shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after comment rights described in the date last sentence of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementSection 6.20(a)(i)).

Responsibility for Filing Tax Returns. (ai) Seller Between the date of this Agreement and the Closing Date, Sellers shall, or shall cause each of the Acquired Companies to, prepare or cause to be preparedand file, and file or cause to be filed (in on a manner consistent with past practices) with the appropriate Governmental Authorities timely basis, all Tax Returns in respect of the Companies that are required to be filed in respect by such Acquired Company (taking account of a Pre-extensions) prior to the Closing Tax Period, Date and shall cause the Acquired Companies to timely pay all Taxes due required to be paid by the Acquired Companies (and Sellers shall be entitled to any Tax refunds) with respect to such Tax Returnsthereto. (bii) Buyer The Seller Representative shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other income Tax Returns with respect of the Acquired Companies for all taxable periods ending on or prior to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided Closing Date that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is are required to be filed within thirty (30) days of after the Closing Date (including, for the avoidance of doubt, IRS Form 1065 and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return corresponding state and local tax forms required to be filed by the Company with respect to the taxable period ending on the Closing Date). To the extent such Tax Returns are legally required to be filed by any of the Acquired Companies or Buyer, Buyer shall, or shall deliver cause, such Tax Returns to be timely filed as prepared by the Seller Representative. (iii) With respect to Tax Returns filed or required to be filed by the Acquired Companies after the date hereof for taxable periods ending on or prior to the Closing Date with respect to which Buyer or the Acquired Companies may reasonably be expected (directly or indirectly) to have liability (including as a copy result of any adjustments to such Straddle Period Tax Return Returns) following the Closing, (A) such Tax Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Acquired Companies (unless otherwise required by applicable Law), (B) the Sellers or Seller Representative, as applicable, shall provide Buyer at least thirty (30) days to review and comment on each such Tax Return prior to it being filed and (C) the due date for filing Sellers or Seller Representative, as applicable, shall incorporate reasonable comments from Buyer on such Straddle Period Tax Returns and (D) no such Tax Return shall be filed without Buyer’s prior written consent (including valid extensions) together with a statement setting forth the amount of Tax allocated not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the Seller pursuant to contrary in this Section 8.2 in respect of such Straddle Period Tax Return. Seller 6.03(a)(iii), Buyer shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result none of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10rights set forth in this Section 6.03(a)(iii) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted with respect to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period U.S. Federal income Tax Return. The fees and expenses Returns of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementAcquired Companies.

Responsibility for Filing Tax Returns. (a) Following the Closing, the Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer Representative shall prepare or cause to be prepared and file or cause to be filed when due all other income Tax Returns with respect to for ▇▇ ▇▇▇▇▇▇▇, the Companies Company and shall remit any Taxes due in respect its Subsidiaries for all Pre-Closing Tax Periods (other than a Pre-Closing Tax Period consisting of such Tax Returns; provided that any such Tax Return in respect a portion of a Straddle Period (a “Straddle Period Period). TG shall provide any information requested by the Seller Representative in connection with such Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Returns for ▇▇ ▇▇▇▇▇▇▇ to the Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date Representative and shall remit any Taxes due reimburse the Seller Representative for its costs and expenses in respect of connection with preparing and filing such Tax ReturnsReturns for ▇▇ ▇▇▇▇▇▇▇. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at At least thirty (30) 30 days prior to the due date for filing such Tax Returns (taking into account any extension of time within which to file), the Seller Representative shall deliver drafts of any such Tax Returns to Purchaser. The Seller Representative shall cause such Tax Returns to reflect any reasonable comments of Purchaser that are consistent with the past practice of the Company and its Subsidiaries and are consistent with applicable Law and shall not file such Tax Returns if the filing thereof would be reasonably expected to materially and adversely affect the Tax liability or Tax attributes of the Specified Entities for any Relevant Tax Period, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). All Transaction Tax Deductions shall be, to the extent allowable under applicable Law, claimed on the federal and state income Tax Returns of the Company (or, as applicable, its Subsidiaries or ▇▇ ▇▇▇▇▇▇▇) for the Pre-Closing Tax Period ending on the Closing Date and for this purpose, the Parties agree that the Seller Representative shall be permitted to cause the Company to make the election for success-based fees set forth in IRS Revenue Procedure 2011-29 with respect to such Tax Returns. The Seller Representative shall cause the Company to make an election under Code Section 754 (and any corresponding state Tax elections) in connection with the income Tax Return of the Company for the Tax period ending on the Closing Date. The Seller Representative may assign its obligations under this Section 10.1(a) with respect to ▇▇ ▇▇▇▇▇▇▇ to TG or a Representative thereof. (b) Following the Closing Date, Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns for ▇▇ ▇▇▇▇▇▇▇, the Company and its Subsidiaries for all Pre-Closing Tax Periods and Straddle Periods. All such Tax Returns for any Pre-Closing Tax Period or Straddle Period shall be prepared consistent with the past practice of ▇▇ ▇▇▇▇▇▇▇, the Company and its Subsidiaries. If any such Tax Return (including valid extensions) together with relating to a statement setting forth the amount of Pre-Closing Tax allocated to the Seller pursuant to Section 8.2 in respect of such Period or a Straddle Period Tax Return. Seller shall have the right is with respect to review such Straddle Period Tax Return and such allocation andincome Taxes or shows amounts for which Sellers could be liable, within 10 at least 30 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for filing such Straddle Period Tax Return, Purchaser shall deliver drafts to the Seller Representative of any such Tax Return. The fees and expenses Purchaser shall cause such Tax Returns to reflect any reasonable comments of the Independent Accounting Firm Seller Representative that are consistent with the past practice of ▇▇ ▇▇▇▇▇▇▇, the Company and its Subsidiaries and are consistent with applicable Law and shall not file such Tax Returns if the filing thereof would be shared equally between reasonably expected to materially and adversely affect the Tax liability or Tax attributes of the Sellers or their direct or indirect owners without the prior written consent of the Seller Representative (such consent not to be unreasonably withheld, conditioned or delayed). (c) Purchaser shall not, and Buyershall cause the Company and its Subsidiaries to not, take any action, or permit any action to be taken, that may prevent the taxable year of the Company or its Subsidiaries from ending for federal and (to the extent permitted under applicable Law) state or foreign income Tax purposes at the end of the day on which the Closing occurs and shall, to the extent permitted by applicable Law, elect with the relevant taxing authority to treat for all income Tax purposes the Closing Date as the last day of a taxable period of the Company and its Subsidiaries. Each The Parties intend that the purchase of Buyer the Shares be structured in a manner that causes the Tax year of ▇▇ ▇▇▇▇▇▇▇ to end on the Closing Date for federal income Tax purposes and Seller state income Tax purposes, if applicable (and Purchaser shall reimburse the other party no later than ten (10) Business Days following the due date take any and all actions reasonably necessary and permitted by applicable Law to effectuate this result, including by including ▇▇ ▇▇▇▇▇▇▇ in its affiliated group for any Straddle Period federal income Tax Return (taking into account any valid extensions thereofpurposes and state and foreign income Tax purposes, if applicable). The Parties agree that Purchaser and its Affiliates and ▇▇ ▇▇▇▇▇▇▇ shall not make an election under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to be filed by the other party for ratably allocate items (or make any Taxes due in respect equivalent election to ratably allocate items under any corresponding provision of such Straddle Period state, local or foreign Tax Return for which such first party is responsible pursuant to this Agreementlaw).

Responsibility for Filing Tax Returns. (a) Seller EME shall prepare and file, or shall cause to be preparedprepared and filed, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Controlled Acquired Companies that (i) are required to be filed in respect on or before the Project Closing Date or (ii) are required to be filed after the Project Closing Date and (A) are Consolidated Tax Returns of EME and its Affiliates (but excluding, for the avoidance of doubt, any Consolidated Tax Return of a Pre-consolidated or multiple entry consolidated group for Australian Tax purposes for taxable periods ending after the Project Closing Tax PeriodDate), and shall pay all Taxes due or (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any taxable period ending on or before the Project Closing Date. EME undertakes to cause such Tax Returns, to the extent they relate to a Controlled Acquired Company, to be correct and complete in all material respects. If EME determines that any Controlled Acquired Company is lawfully entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.1(a), EME shall be entitled to file or make such claim or amended Tax Return on behalf of such Controlled Acquired Company and will be entitled to control and make all decisions and take all actions in its sole discretion in connection with the prosecution of such refund claims, provided such decisions and actions are lawfully made. (b) Buyer The Purchaser Parties shall prepare or cause to be prepared and shall file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is the Controlled Acquired Companies required to be filed within thirty (30) days of after the applicable Project Closing Date. Any such Tax Returns that include taxable periods ending on or before the Project Closing Date and shall remit any Taxes due in respect of be on a basis consistent with the last previous such Tax ReturnsReturn, except as otherwise required by Law. With respect to each Straddle Period (i) any Tax Return required to be filed by the BuyerPurchaser for a taxable period that includes (but does not end on) the Project Closing Date (a “Straddle Period”) and (ii) any Tax Return for non-Income Taxes to be filed by the Purchaser for a taxable period ending on or before the Project Closing Date, Buyer the Purchaser shall deliver a copy of such Straddle Period Tax Return to EME, at least thirty fifteen (3015) days prior to the due date for filing of such Straddle Period Tax Return (including valid extensions) together with Return, a statement detailed schedule setting forth the amount of Tax allocated for which the Purchaser Indemnified Parties are entitled to the Seller be indemnified pursuant to Section 8.2 in respect 11.5 and a copy of such Straddle Period Tax Return. Seller EME shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after schedule prior to the date of receipt by Seller filing of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller EME and Buyer the Purchaser agree to consult and resolve in good faith any issue arising as a result of the EME’s review of such Straddle Period Tax Return and allocation. In the even the Parties are unable schedule and mutually to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted consent to the Independent Accounting Firm to resolve in a final binding matter prior to filing of such Tax Return as promptly as possible. Neither the due date for such Straddle Period Purchaser nor any of its Affiliates shall file any amended Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date Returns for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party taxable periods for any Taxes due or in respect of the Controlled Acquired Companies with respect to which the Purchaser is not obligated to prepare or cause to be prepared the original such Straddle Period Tax Return for which such first party is responsible Returns pursuant to this AgreementSection 7.1(b), without the prior written consent of EME (which consent shall not be unreasonably withheld, delayed or conditioned). (c) Notwithstanding any provision of this Agreement to the contrary, the party that is legally required to file a Tax Return shall be responsible for the actual filing of such Tax Return. (d) Costs incurred in preparing and filing a Tax Return pursuant to subparagraph (a) and (b) above shall be borne by the Party responsible for preparing the return.

Responsibility for Filing Tax Returns. (ai) Seller shall Buyer will prepare or cause to be prepared, and timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities timely filed, all Tax Returns in respect for the Blocker, the Company and its Subsidiaries that have not been filed as of the Companies Closing Date. Buyer will timely pay, or cause to be timely paid, any amount shown as due on such Tax Returns. All such Tax Returns that are required with respect to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall Periods will be prepared in a manner consistent with the past practice; provided furthercustom and practice of the Blocker, that Seller shall prepare the Company and its Subsidiaries, except as otherwise required by a change in applicable law. None of the Blocker, the Company or cause to be prepared and file any of its Subsidiaries will waive any carryback of any net operating loss, capital loss or cause to be filed credit on any such Straddle Period Tax Return. At least 30 days prior to the date on which each Tax Return with respect to any Pre-Closing Tax Period is due, Buyer will submit such Tax Return to the Representative to provide the Representative with an opportunity to comment on such Tax Returns before filing. (ii) With respect to the preparation of Tax Returns, Buyer and the Sellers agree that is required all Transaction Tax Deductions will be treated as properly allocable to be filed within thirty (30) days the Pre-Closing Tax Period to the extent permitted by applicable Law. Buyer will include all Transaction Tax Deductions in the Tax Returns of the Blocker, the Company and its Subsidiaries for the Pre-Closing Tax Period that ends on, or prior to, the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With will request a refund (rather than a credit against future Taxes) with respect to each Straddle Period any overpayment for any Pre-Closing Tax Return to be filed by Period. For the Buyerportion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior will cause the Blocker, the Company and its Subsidiaries to carry on their business only in the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth ordinary course in the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising same manner as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementheretofore conducted.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer Holdings shall prepare or cause to be prepared all (i) Income Tax Returns for the Acquired Entities in respect of any taxable period ending on or prior to the Closing Date and file or cause to be filed when due after the date hereof and (ii) all other Tax Returns with respect for the Acquired Entities required to be filed after the date hereof but on or prior to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any Closing Date (each such Tax Return described in respect of a Straddle Period the preceding clause (i) and clause (ii), a “Straddle Period Pre-Closing Tax Return”) ). Each Pre-Closing Tax Return shall be prepared in a manner consistent with the Acquired Entities’ respective past practice; provided furtherpractices. Holdings shall timely file, that Seller shall prepare or cause to be prepared and file timely filed, all Pre-Closing Tax Returns that are required under applicable Law to be filed (taking into account applicable extensions) on or before the Closing Date. Holdings shall deliver, or cause to be filed any such Straddle Period delivered, to Parent all Pre-Closing Tax Return Returns that is are required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Acquired Entities after the Closing Date at least thirty ten (3010) days prior to the due date for filing such Straddle Period Pre-Closing Tax Return Returns (including valid taking into account applicable extensions) together with a statement setting forth the amount of and Parent shall timely file or cause to be timely filed all such Pre-Closing Tax allocated Returns. With respect to the Seller pursuant to Section 8.2 in respect of any such Straddle Period Pre-Closing Tax Return. Seller , Holdings shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve consider in good faith any issue arising as a result all reasonable comments of the review of such Straddle Period Tax Return and allocation. In the even the Parties Parent that are unable provided by Parent to resolve any dispute within ten Holdings at least five (105) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for filing such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Pre-Closing Tax Return (taking into account applicable extensions). (b) Parent shall, except to the extent any valid extensions thereof) Tax Returns are the responsibility of Holdings under Section 8.1(a), prepare and timely file all other Tax Returns required to be filed by or with respect to the other party for any Taxes due in respect of Acquired Entities. Any such Straddle Period Tax Return for a taxable period beginning before the Closing Date shall be prepared in a manner consistent with the Acquired Entities’ respective past practices, and shall be submitted to Holdings for its review and comment not less than ten (10) days (in the case of any Income Tax Return), or five (5) days (in the case of any Non-Income Tax Return), prior to the due date for the filing of such Tax Return (taking into account applicable extensions). Parent shall consider in good faith all reasonable comments of Holdings that are provided by Holdings to Parent at least five (5) days (in the case of any Income Tax Return), or three (3) days (in the case of any Non-Income Tax Return), prior to the due date for filing such Tax Return (taking into account applicable extensions). (i) Upon the written request of Parent setting forth the amount owed with respect to any Pre-Closing Tax Return or other Tax Return for a taxable period beginning before the Closing Date, the Seller Parties shall pay to Parent, no later than three (3) days prior to the due date (taking into account applicable extensions) for the applicable Pre-Closing Tax Return or other Tax Return for a taxable period beginning before the Closing Date (or the date on which such first party Parent request was received, whichever is responsible later), an amount equal to the Indemnified Taxes for which the Seller Parties are liable pursuant to this AgreementSection 7.2(a)(iii). No failure or delay of Parent in providing such a Tax Return for Holdings’ review and comment shall reduce or otherwise affect the obligations or liabilities of the Seller Parties hereunder except to the extent the Seller Parties are actually and materially prejudiced by such failure or delay (as determined by a court of competent jurisdiction). (ii) No later than three (3) days after the filing of any Pre-Closing Tax Return or other Tax Return for a taxable period beginning before the Closing Date, Parent shall (1) provide the Seller Parties with a calculation of the excess of (A) the sum of (x) any Taxes that have previously been paid by the Seller Parties and (y) any Taxes specifically included as a liability in the calculation of the Net Working Capital, as finally determined under Section 1.5, and that resulted in an actual reduction of the Final Closing Consideration, in each case, that are shown as due on such Tax Return over (B) the total Tax liability reflected on such Tax Return actually filed, and (2) pay to Sellers, pro rata in accordance with their respective Ownership Percentages, the amount described in the preceding clause (1). (d) Parent shall not, and shall not allow any Acquired Entity to initiate (or agree to) any Seller Tax Matter without the prior written consent of Holdings (such consent not to be unreasonably withheld, conditioned or delayed).

Responsibility for Filing Tax Returns. (ai) Seller shall Buyer will, at its own cost, prepare or cause to be prepared, and timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities timely filed, all Tax Returns in for the Target Companies for any Pre-Closing Tax Period or Straddle Period the due date of which (taking into account extensions of time to file) is after the Closing Date but, for any such Tax Return with respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect only if not filed prior to such Tax Returns. (b) Closing. Buyer shall prepare will timely pay, or cause to be prepared and file or cause to be filed when timely paid, any amount shown as due all other on such Tax Returns. All such Tax Returns that are with respect to the Companies and shall remit any Taxes due in respect of such Pre-Closing Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall Periods will be prepared in a manner consistent with the past practicecustom and practice of the Target Companies, except as otherwise required by a change in applicable Law; provided furtherthat, with respect to the preparation and filing of the Tax Returns under this Section 9.09(a)(i) with respect to Income Taxes, (A) such Tax Returns will reflect all applicable Tax deductions for Transaction Tax Deductions in the Pre-Closing Tax Period so long as such Transaction Tax Deductions are “more likely than not” deductible (or deductible at a higher confidence level) in the Pre- Closing Tax Period of the Target Companies and, for that Seller shall prepare or cause purpose, the parties hereto agree that the safe-harbor election of Rev. Proc. 2011-29 will be made with respect to be prepared and file or cause to be filed any such Straddle Period Transaction Tax Return Deduction that is required a success-based fee, (B) any financing or refinancing arrangements entered into at any time by or at the direction of Buyer or its Affiliates or any other transactions entered into by or at the direction of Buyer or its Affiliates in connection with the transactions contemplated hereby will not be taken into account in the Pre-Closing Tax Period and (C) any items of income, gain, loss and deduction attributable to be filed within thirty (30) days transactions outside the ordinary course of business on the Closing Date after the time of the Closing will not be taken into account in the Pre-Closing Tax Period. Buyer will 59 LEGAL02/39540989v11 (ii) For the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Buyer will cause the Target Companies to carry on their business only in the ordinary course in the same manner as heretofore conducted and will not convert or otherwise change the form of any of the Target Companies under applicable state, local or foreign law. The Target Companies will elect with the relevant Taxing Authority to treat for all purposes the Closing Date as the last day of a taxable period of the Target Companies. The parties agree that Buyer and shall remit its Affiliates and the Target Companies (x) will not make an election under Treasury Regulation §1.1502- 76(b)(2)(ii)(D) to ratably allocate items (or make any Taxes due in respect similar election or ratably allocate items under any corresponding or equivalent provision of such Tax Returns. With state, local or foreign law) and (y) will not apply the “next day” rule of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any corresponding or equivalent provision of state, local or foreign law) with respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Transaction Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementDeductions.

Responsibility for Filing Tax Returns. (a) Seller The Sellers, with the assistance of the Purchaser, shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes due with respect to such Tax Returns. The existing managing member of the Company shall remain the tax matters partner for the Pre-Closing Tax Periods. The Sellers shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Affiliates in a taxable period or portion thereof beginning after the Closing Date; provided however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Sellers are not liable hereunder. (b) For any Straddle Period of the Company or any of its Affiliates, the Purchaser shall timely prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities filed, all Tax Returns in respect relating to the Company or any of the Companies that are its Affiliates required to be filed in respect filed. The Company or any of a Pre-Closing Tax Period, and its Affiliates shall timely pay all Taxes due with respect to such Tax Returns; provided that if any portion of the Taxes due with respect to such Tax Returns is allocable to the Sellers under Section 9.2, the Sellers shall pay such amount to the Company or any of its Affiliates as promptly as reasonably practicable (and in any event no later than five (5) Business Days before such Taxes are due and payable). The Purchaser shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to the filing thereof. (bc) Buyer The Purchaser shall timely prepare or cause to be prepared prepared, and file or cause to be filed when due filed, all other Tax Returns with respect relating to the Companies Company or any of its Affiliates for any Post-Closing Tax Period and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.

Responsibility for Filing Tax Returns. (ai) Seller shall Parent shall, at its sole cost and expense, timely prepare or cause to be prepared, timely prepared and timely file or cause to be timely filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies Company and the Company Subsidiaries that are required due after the Closing Date (the “Parent Prepared Returns”) and, subject to rights to indemnification pursuant to this Agreement for Indemnified Taxes, shall timely pay or cause to be filed in respect of timely paid all Taxes shown as due thereon. To the extent that a Parent Prepared Return relates to a Pre-Closing Tax Period or Straddle Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in on a manner basis consistent with past practice; provided further, that Seller shall prepare or cause to be prepared existing procedures and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days practices and accounting methods of the Closing Date Company and shall remit any Taxes due the Company Subsidiaries to the extent such existing procedures and practices and accounting methods are in respect of such Tax Returnsaccordance with applicable Law and, to the extent applicable, the conventions provided in Section 7.02(a)(iii). With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at At least thirty (30) days prior to the due date of any Parent Prepared Return that relates to a Pre-Closing Tax Period or Straddle Period, Parent shall submit a draft of such Tax Return to the Representative for filing its review and comment. Parent shall cause the Company and/or the Company Subsidiaries, as applicable, to incorporate any comments made by the Representative in the Tax Return actually filed to the extent that such comments are reasonable and not inconsistent with existing procedures and practices and accounting methods of the Company and the Company Subsidiaries and are in accordance with applicable Law. (ii) Except as necessary to comply with Section 7.02(f), Parent shall not, and shall not allow Surviving Corporation or any Company Subsidiary, to amend any Tax Return of the Company and the Company Subsidiaries for a Pre-Closing Tax Period or Straddle Period or otherwise initiate (or otherwise participate in) any other Holder Approved Tax Matter without the prior written permission of the Representative; provided, however, that Parent may amend any Tax Return of the Company and the Company Subsidiaries for a Pre-Closing Tax Period or Straddle Period or otherwise initiate (or otherwise participate in) any other Holder Approved Tax Matter without the prior written consent of the Representative and if any such action that was not approved by the Representative results in any Indemnified Taxes to the Company and the Company Subsidiaries for which the Holders otherwise would be required to indemnify the Parent Indemnified Parties pursuant to Section 10.02, the Holders will not be required to indemnify the Parent Indemnified Parties for such Indemnified Taxes resulting from such action. (iii) Parent, the Surviving Corporation and the Representative agree with respect to certain Tax matters as follows: (A) To treat (and have the Company and each Company Subsidiary treat) any Transaction Deductions paid or accrued on or before the Closing as deductible in a Pre-Closing Tax Period (or portion of the Straddle Period ending on the Closing Date) and no party hereto shall apply (or allow the Company or any Company Subsidiary to apply) the “next day rule” under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to such deductions. (B) To make (and have the Company and, as necessary, each Company Subsidiary make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any Transaction Deductions (including the fees of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and ▇▇▇▇▇ Fargo) that are success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f). (C) To treat (and have the Company and each Company Subsidiary treat) any gains, income, deductions, losses, or other items realized by the Company or any Company Subsidiary resulting from any Parent Closing Date Transaction as occurring on the day after the Closing Date and to utilize (and cause the Company and each Company Subsidiary to utilize) the “next day rule” in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of state, local, or non-U.S. Law) for purposes of reporting such items on applicable Tax Returns. (D) That no election shall be made by any party (or the Company or any Company Subsidiary) under Treasury Regulation Section 1.1502-76(b)(2) (or any similar provision of state, local, or non-U.S. Law) to ratably allocate items incurred by the Company or any Company Subsidiary. (E) That no election under Code Section 338(g) shall be made with respect to the acquisition of the shares of the Company or any Company Subsidiary contemplated by this Agreement. (F) To treat all interest and other earnings on the Escrow Accounts as income of Parent in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2). (G) That no election shall be made to waive the carry back of any net operating loss or other Tax attribute or credit realized in a Pre-Closing Tax Period. (H) To treat any indemnification payments as adjustments to the Merger Consideration to the extent permitted under applicable Law. Unless otherwise required by a determination of a Governmental Authority that is final, neither Parent nor the Surviving Corporation shall file a Tax Return (including valid extensions) together with and Parent and the Surviving Corporation shall not allow the Company Subsidiaries to file a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing ) that is inconsistent with any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible agreement pursuant to this AgreementSection 7.02(a)(iii), and neither Parent nor the Company Subsidiaries shall take any position (and Parent and the Surviving Corporation shall not allow the Company Subsidiaries to take any position) during the course of any Tax Contest or other audit or proceedings that is inconsistent with any agreement pursuant to this Section 7.02(a)(iii).

Responsibility for Filing Tax Returns. (ai) Seller Buyer shall prepare or cause to be prepared, and file or cause to be prepared and filed all Tax Returns for each Company and each New Holding Company (other than Tax Returns of each Company relating to Income Taxes (“Income Tax Returns”) for taxable periods ending on or before the Closing Date) that are filed after the Closing Date. Any such Tax Return described in the preceding sentence or in Section 7.06(c)(ii) for any Pre-Closing Tax Period or Straddle Period shall be prepared, and all elections with respect to such Tax Returns shall be made, in a manner consistent with past practicesprior practice (in the case of either Company) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are except as otherwise required to be filed in respect of a Pre-Closing Tax Periodby applicable Law, and shall pay all Taxes due consistent with respect to such applicable Law and the intended Tax Returns. (b) treatment set forth in Section 7.06(e). Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns provide Sellers’ Representative with respect to the Companies and shall remit any Taxes due in respect completed drafts of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared Returns for Sellers’ Representative’s review and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return comment at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller thereof, and shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve consider in good faith any issue arising such revisions to such Tax Returns as a result of the review of such Straddle Period Tax Return are reasonably requested by Sellers’ Representative. Buyer and allocation. In the even the Parties are unable Sellers’ Representative shall cooperate in good faith to resolve any dispute within ten (10) days after concerning such revisions to such Tax Returns as are reasonably requested by Sellers’ Representative. Buyer has received Seller’s written request for changes, then any disputed issues shall make available to Sellers’ Representative or his agents such books and records as may be immediately submitted necessary or helpful in preparing or reviewing such Tax Returns. Sellers’ Representative shall timely file or cause to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period be timely filed all Income Tax Return. The fees and expenses Returns of the Independent Accounting Firm Company and the New Holding Companies for all periods ending on or before the Closing Date, when due (considering all extensions properly obtained), and Sellers shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) remit, or cause to be filed by the other party for remitted, any Taxes due in respect of such Straddle Period Tax Returns. With respect to Tax Returns to be filed by Sellers pursuant to the preceding sentence that relate to the 2019 taxable year or periods ending on or before the Closing Date, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating deductions to periods for which Sellers are liable or deferring income to periods for which Buyer is liable) and such Tax Returns shall be submitted to Buyer prior to filing (and no later than thirty (30) days prior to the due date for filing such Tax Returns). Sellers Representative shall consider in good faith such revisions to such Tax Returns as are reasonably requested by Buyer. All bonuses paid to employees for services prior to the Closing Date and reflected in the Net Working Capital calculation shall be attributable to the pre-Closing period even if processed by payroll after the Closing Date. (ii) Sellers’ Representative shall prepare and file or cause to be prepared and filed all Income Tax Returns for the Companies and the New Holding Companies for taxable periods ending on or before the Closing Date that are filed after the Closing Date. Sellers’ Representative shall provide Buyer with completed drafts of such Tax Returns for Buyer’s review and comment at least thirty (30) days prior to the due date for filing thereof, and shall consider in good faith such revisions to such Tax Returns as are reasonably requested by Buyer. Buyer shall make available to Sellers’ Representative or his agents such books and records as may be necessary or helpful in preparing or reviewing such Tax Returns. (iii) No amended Tax Return shall be filed, with respect to any Company or any New Holding Company, for which any Pre-Closing Tax Period or Straddle Period, without the written consent of both Buyer and Sellers’ Representative, such first party is responsible pursuant consent not to this Agreementbe unreasonably withheld, conditioned or delayed by either such Party.

Responsibility for Filing Tax Returns. (a) Seller For any Pre-Closing Period of the Corporation, Buyer shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practicesexisting procedures, practices and accounting methods) with the appropriate Governmental Authorities taxing authorities, all Tax Returns in respect of the Companies that are required to be filed in respect after the Closing Date. Buyer shall provide a copy of a Pre-Closing each such Tax PeriodReturn to Seller for its review and comment at least 30 days prior to the due date of each such Tax Return and Seller shall comment on each such Tax Return within 30 days of receipt. Buyer shall incorporate all reasonable comments made by Seller to each such Tax Return, timely file each such Tax Return, and shall pay all Taxes due with respect to such Tax Returns, subject to Buyer’s right to be indemnified by Seller pursuant to Section 8.4; provided, however, that no such Tax Return shall be filed without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare Corporation for taxable years or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect . (c) For any Straddle Period, Buyer shall timely prepare or cause to each Straddle Period be prepared, and file or cause to be filed, all Tax Return Returns of the Corporation required to be filed and shall pay all Taxes due with respect to such Tax Returns (subject to Buyer’s right to be indemnified by Seller pursuant to Section 8.4; with respect to the Buyertaxable periods covered by such Tax Returns. Each such Tax Return shall be prepared on a basis consistent with existing procedures, practices and accounting methods unless otherwise required by applicable law. No such Tax Return shall be filed without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (d) If Buyer files any amended Tax Return of the Corporation, or any Tax Return relating to a jurisdiction in which the Corporation does not currently file a Tax Return, in each case, for any Pre-Closing Period, Buyer shall deliver a copy of provide Seller prior written notice and an opportunity to comment on any such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing filing. Buyer shall not file any such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of any such Straddle Period amended Tax Return. Seller shall have ) unless, in the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result judgment of the review of Buyer’s counsel, such Straddle Period Tax Return filing is necessary to comply with law or for consistency with past or existing procedures, practices and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementaccounting methods.

Responsibility for Filing Tax Returns. (a) Seller shall prepare The Stockholders will prepare, or cause to be prepared, and file timely file, or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities timely filed, all Tax Returns in respect of for the Companies that are required to be filed in respect of a Company and Company Subsidiaries for all Pre-Closing Tax Period, and shall pay all Taxes due Periods (except as provided in Section 7.1(b) with respect to Straddle Tax Returns); provided, however, that, in the case of Tax Returns that have not been filed prior to the Closing Date, the Parent shall prepare, or cause to be prepared, an initial draft of such Tax ReturnsReturns and provide the Stockholders’ Representative with such draft Tax Returns at least forty-five (45) days prior to the due date of such Tax Returns together with any supporting documentation or other schedules or statements relevant to the preparation of such Tax Returns and accept any changes requested by the Stockholders for which there is a reasonable basis. In the case of Tax Returns that are filed after the Closing Date, the Parent shall cause the Company or Company Subsidiary as appropriate to sign and timely file such Tax Returns reflecting such changes requested by the Stockholders. (b) Buyer The Parent shall prepare and timely file, or cause to be prepared and file or cause to be filed when due timely filed, all other Straddle Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer Company and the Company Subsidiaries which shall deliver a copy be prepared in accordance with the Company and the Company Subsidiaries’ past practice and consistent with the Company and the Company Subsidiaries’ past policies (unless otherwise required by law) and shall cause the Company and Company Subsidiaries to pay the Taxes shown to be due thereon. The Stockholders’ Representative will furnish to the Parent all information and records that are in the Stockholders’ possession reasonably requested by the Parent for use in preparation of such any Straddle Period Tax Returns. The Parent shall provide the Stockholders’ Representative any Straddle Tax Return at least thirty (30) days prior to the due date for filing before such Straddle Period Tax Return (including valid extensions) together with a statement setting forth is due and the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller Stockholders shall then have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request to review, comment upon and reasonably approve or disapprove any such Tax Return prior to being filed. (c) The Parent shall prepare, or cause to be prepared, all Tax Returns for changes, then any disputed issues shall be immediately submitted the Company and Company Subsidiaries for all Post Closing Tax Periods consistent with past practices unless the derivation therefrom is not reasonably likely to result in a material increase of Taxes with respect to the Independent Accounting Firm to resolve Company or any Company Subsidiary for any Pre-Closing Tax Period. Neither the Parent, the Company, nor any Company Subsidiary shall claim any deduction in a final binding matter connection with the bonuses payable on the Closing Date prior to the due date Closing as described on Schedule 5.1(h) to the Company’s Disclosure Schedule, in any Post-Closing Tax Period. (d) In the case of any Straddle Period, (i) real, personal and intangible property Taxes (“Property Taxes”) of the Company and Company Subsidiaries for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Return. The fees Period and expenses the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Independent Accounting Firm Company and Company Subsidiaries (other than Property Taxes) for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shall be shared equally between Seller and Buyercomputed as if such taxable period ended as of the close of business on the day prior to the Closing Date. Each Notwithstanding the foregoing, Taxes of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for Company or any Company Subsidiary with respect to a Straddle Period Tax Return which pertain to and arise from any period (or portion thereof) after the Closing Date and for which the Company or any Company Subsidiary would not have been liable had the Company or Company Subsidiary remained an S corporation or Qualified Subchapter S Subsidiary, respectively, under section 1361 or section 1362 of the Code (or comparable provision of state or local law under which the Company or the Company Subsidiary does business) shall not be apportioned to the Pre-Closing Tax Period as described above. (e) The Parent shall promptly pay or shall cause prompt payment to be made to the Stockholders of the amount of any refund of Taxes plus interest thereon (net of any Taxes) with respect to the Company or any Company Subsidiary for any Pre-Closing Tax Period upon receipt by the Company or any Company Subsidiary (or any successor or any affiliate of the Company or any Company Subsidiary) of such refund unless and to the extent that such refund was reflected in the Closing Date Balance Sheet. (f) The Parent shall not file any amended Tax Return of the Company or any Company Subsidiary for any Pre-Closing Tax Period or Straddle Period without the consent of the Stockholders, which consent shall not be unreasonably withheld or delayed. (g) In the event that the 11% Senior Notes are defeased and called for redemption during a Post-Closing Tax Period, within fifteen (15) days of the date on which the Company files its U.S. federal income tax return for such period the Parent shall pay or shall cause payment to be made to the Stockholders of the amount by which (i) the Company’s liability for U.S. federal income taxes and state and local income and franchise taxes for the period, calculated by excluding the income tax deduction attributable to the defeasance and call of the 11% Senior Notes, exceeds (ii) the Company’s actual liability for such federal, state and local income and franchise taxes for such taxable period, calculated by taking into account the income tax deduction attributable to the defeasance and call of the 11% Senior Notes (to the extent permitted by law), in each case excluding any valid extensions thereof) payments made by the Parent, the Surviving Corporation or MidOcean in connection with the defeasance and call of the 11% Senior Notes that are excluded from the calculation of Adjusted Debt. Along with payment, the Parent shall provide or cause to be filed provided to the Stockholders a certificate signed by the other party Chief Financial Officer of the Company setting out the calculation of the amount paid to the Stockholders pursuant to this Section 7.1(g). In the event that the Company incurs a net operating loss for any Taxes due the period in which the deduction attributable to the defeasance and call is claimed, the payment obligation of Parent under this subsection shall be deemed to arise in respect of each succeeding period until the benefit of the deduction has been realized. In such Straddle Period Tax Return case, the Parent’s obligation shall be determined by applying the principles of this subsection, comparing the Company’s cumulative federal, state and local income and franchise tax liability without the benefit of the defeasance deduction with the liability taking the deduction into account, commencing with the Closing, and a certificate similar to that described in the preceding sentence shall be provided in respect of each such period within 15 days of the filing of the Company’s U.S. federal income tax return for which such first party period. (h) The parties agree to treat the transactions contemplated by Sections 1.4 and 1.5 of this Agreement in the following manner for U.S. federal income tax purposes: (i) the transfer by each Stockholder of a portion of such Stockholder’s Common Stock to Parent in exchange for Preferred Units in a transaction that is responsible pursuant tax-free under Section 721(a) of the Code and (ii) the sale of the balance of each Stockholders’ Common Stock for Cash Merger Consideration. The Stockholders may prior to this Agreementthe Closing identify to the Parent the block or blocks of Common Stock subject to each of (i) and (ii) provided, that any such identification is consistent with Exhibit A, as revised if applicable. In addition, the parties will treat the Company as an S corporation through the day prior to the Closing Date, with the short period being treated as an S short year under Section 1362(e). The Company’s income or loss for the short tax year will be determined based on an interim closing of the Company’s books as of the close of the business on the day prior to the Closing Date.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer The Sellers shall prepare or cause to be prepared and file or cause to be filed when due all other (with the cooperation of the Purchaser) any (i) partnership income Tax Returns for the Company or its Subsidiaries and (ii) any income Tax Returns for the Blocker Corp, in each case, with respect to taxable periods ending on or before the Companies Closing Date. For the purpose of preparing the Tax Returns described in the preceding sentence, (x) the parties agree that the 2012 partnership income Tax Returns for the Company and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) Actient Therapeutics LLC shall be prepared in a manner consistent with past practice; provided furtherthe final Schedules K-1 distributed with respect thereto and (y) for any partnership or other flow-through entity in which the Company or its Subsidiaries own an interest (directly, that Seller or through other partnerships or flow-through entities) whose taxable year does not end on the Closing Date, the Purchaser shall prepare or cause caused to be prepared prepared, at the Sellers’ sole cost and file expense, pro forma income Tax Returns reflecting a “closing of the books” for such partnership or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days flow-through entity as of the end of the Closing Date and shall remit any Taxes due in respect of provide such pro forma Tax Returns. With respect Returns to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Representative at least thirty (30) days prior to the due date for filing such Straddle Period any Tax Returns described in the preceding sentence are required to be filed; provided, that the parties hereto agree that the pro forma Tax Return for Actient Therapeutics LLC will reflect an adjustment to reverse any overallocation of items of income to Slate Pharmaceuticals, Inc. for 2012 (including valid extensions) together with a statement setting forth the amount of Tax allocated and corresponding underallocation to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax ReturnActient Holdings LLC). Seller The Representative shall have the right be entitled to review and comment on any such Straddle Period pro forma Tax Return and the Purchaser shall accept and reflect on such allocation and, within 10 days pro forma Tax Return any reasonable comments provided by the Representative and any Tax Returns filed or caused to be filed by the Purchaser pursuant to this Section 8.03(b) shall be consistent with the pro forma Tax Returns reflecting the reasonable comments of the Representative. The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns for the Company and its Subsidiaries and the Blocker Corp for all periods (or portions thereof) ending prior to or including the Closing Date the due date of which (including extensions) is after the date of receipt by Seller of Closing Date. Each such Straddle Period Tax Return shall be prepared and allocationtimely filed in a manner consistent with past practice, except as otherwise required by a change in applicable Law. At least thirty (30) days prior to request the date on which each such Tax Return is required to be filed, the Purchaser shall submit such Tax Return to the Representative for the Representative’s review and approval as provided in writing the third-to-last sentence of this Section 8.03(b). The Purchaser shall accept and reflect on such Tax Return any reasonable changes to such Straddle Period Tax Returncomments provided by the Representative. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period No Tax Return and allocationdescribed in this Section 8.03(b) shall be filed without the written consent of Representative, which consent may not be unreasonably withheld, conditioned or delayed. In If the even the Parties parties are unable to resolve any dispute arising under this Section 8.03(b) within ten fifteen (1015) days after Buyer has received Seller’s written request for changesthe final due date of filing an applicable Tax Return (including available automatic extensions), then any disputed issues the parties shall be immediately submitted submit the dispute to the Independent Accounting Firm to resolve Valuation Firm, which will promptly determine those matters in dispute (based on presentations from the parties and not based on its independent review) and will render a final binding matter prior written report as to the due date for such Straddle Period Tax Returndisputed matters. The fees costs and expenses of the Independent Accounting Valuation Firm shall will be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed split evenly by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementPurchaser and the Representative.

Responsibility for Filing Tax Returns. (a) Seller The Parent shall prepare timely pay or cause to be preparedpaid all Taxes of or with respect to the Company and its assets, income and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies operations that are required imposed on the Company and attributable to be filed in respect of a or allocable to any Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller . Purchaser shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days Returns of the Company for Tax periods which begin before the Closing Date and shall remit end after the Closing Date (the “Straddle Period”). Any Tax Returns for any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return shall be prepared consistent with past procedures and practices and accounting methods of the Company, except as required by applicable Law. Parent shall pay to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty Purchaser no later than five (305) days prior to the due date of the payment 31 of such Taxes with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date. For purposes of this Section 6.04(a), in the case of any Taxes that are imposed on a periodic basis and are payable for filing a Taxable period that includes (but does not end on) the Closing Date, the portion of such Straddle Period Tax Return which relates to the portion of such Taxable period ending on the Closing Date shall (including valid extensionsx) together with a statement setting forth in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax allocated for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the Seller pursuant amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return a Taxable period that begins before and such allocation and, within 10 days ends after the date of receipt by Seller of such Straddle Period Tax Return and allocation, Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to request give effect to the foregoing allocations shall be made in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result manner consistent with prior practice of the review Company. The Purchaser shall timely pay or cause to be paid all Taxes of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted or with respect to the Independent Accounting Firm Company and attributable to resolve in a final binding matter prior or allocable to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days any period following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementClosing.

Responsibility for Filing Tax Returns. (a) Seller Sellers’ Representative shall prepare or cause to be preparedprepared all Tax Returns for the Holding Companies and their Subsidiaries that are required to be filed after the Closing Date for any Tax periods ending on or before the Closing Date (“Pre-Closing Tax Periods”), in accordance with the prior custom and practice of such entities in filing their Tax Returns except to the extent required by applicable Law, and Buyer shall file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all such Tax Returns in respect a timely manner. As soon as reasonably practicable and in no event less than twenty (20) days prior to the due date for filing any such Tax Return, Sellers’ Representative shall permit Buyer to review and comment on each such Tax Return. Within ten (10) days of the Companies that are required receipt of any such Tax Return, Buyer shall provide its comments to be filed in respect such Tax Return. Sellers’ Representative shall incorporate any reasonable comments of a Pre-Closing Tax PeriodBuyer, and Sellers’ Representative and Buyer shall pay all Taxes due endeavor in good faith to resolve any disputes with respect to such comments prior to filing any such Tax Returns. (b) Return. Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns for the Holding Companies and their Subsidiaries for Straddle Periods, in accordance with respect the prior custom and practice of such entities in filing their Tax Returns except to the Companies extent required by applicable Law. As soon as reasonably practicable and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period no event less than twenty (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (3020) days prior to the due date for filing any such Straddle Period Tax Return (including valid extensions) together with for a statement setting forth the amount of Tax allocated Straddle Period, Buyer shall permit Sellers’ Representative to the Seller pursuant to Section 8.2 in respect of review and comment on each such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within Within ten (10) days after Buyer has received Seller’s written request for changesof receipt of any such Tax Return, then any disputed issues Sellers’ Representative shall be immediately submitted provide its comments to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees Buyer shall incorporate any reasonable comments of Sellers’ Representative, and expenses Sellers’ Representative and Buyer shall endeavor in good faith to resolve any disputes with respect to such comments prior to filing any such Tax Return. Buyer shall timely pay (or cause to be paid) all Taxes relating to Tax Returns covered by this Section 6.8(b), and the U.S. Partnerships or the Sellers (or the MIPC Sellers in the case of Tax Returns of MIPC, and PGGM in the case of Tax Returns of PGGM Blocker) on behalf of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller U.S. Partnerships shall reimburse Buyer for payment of any such Taxes if and to the other party no later than ten extent the same are Pre-Closing Taxes (10) Business Days following except to the due date for extent that any Straddle Period such Pre-Closing Taxes are reflected in the computation of the Final Purchase Price). Upon reasonable request, Buyer, the U.S. Partnerships and Sellers shall cooperate with one another in regard to Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementcompliance and reporting matters.

Responsibility for Filing Tax Returns. (a) The Seller Representative shall prepare or cause to be preparedprepared all Tax Returns of the Company and its Subsidiaries for all Pre-Closing Tax Periods which are not filed or otherwise due as of the Closing Date. At least 15 days prior to the date on which each such Tax Return is filed, the Seller Representative shall submit such Tax Return to Buyer for its review and comment, and the Seller Representative shall make such revisions to such Tax Return as are reasonably requested by Buyer and received by Seller at least ten days prior to the date on which such Tax Return is filed (but Seller Representative shall be under no obligation to accept any comments that relate to positions taken on such Tax Return that are prepared in accordance with applicable Legal Requirements and otherwise consistent with past practice). At least five days before the date on which any such Tax Return is due, the Seller Representative shall deliver such Tax Return to Buyer for filing. Buyer shall timely file or cause to be timely filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all such Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, Return and shall pay all Taxes due with respect to reflected on such Tax Returns. (bReturn, subject to Buyer’s right to indemnification pursuant to Section IX.B.1(iii) for the portion of such Taxes owing in excess of the Net Tax Reserve Amount. Buyer shall prepare or cause to be prepared in accordance with the past practice of the Company and its Subsidiaries (except to the extent otherwise required by applicable Legal Requirements), and timely file or cause to be filed when due timely filed, all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date Company and shall remit any Taxes due in respect of such Tax Returnsits Subsidiaries for all Straddle Periods. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at At least thirty (30) 15 days prior to the due date for filing on which each such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of is filed, Buyer shall submit such Tax allocated Return to the Seller Representative for its review and approval, which approval may not be unreasonably withheld; provided, however, that such approval may be withheld if such Tax Return has not been prepared in accordance with past practice (except to the extent otherwise required by applicable Legal Requirements) and the filing of such Tax Return is reasonably expected by the Seller Representative to adversely affect the Tax liability, the amount received under this Agreement or the indemnification obligation, in each case, of any Seller. Buyer shall pay all Taxes reflected on such Tax Returns, subject to Buyer’s right to indemnification pursuant to Section 8.2 in respect IX.B.1(iii) for the portion of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request Taxes owing in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result excess of the review of such Straddle Period Net Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementReserve Amount.

Responsibility for Filing Tax Returns. (a) Seller The Purchaser shall prepare or cause to be prepared, and timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file timely filed all Tax Returns that relate to any Pre-Closing Tax Period for the Company and its Subsidiaries that have not yet been filed as of the Closing Date, and shall timely pay or cause to be filed when timely paid any amount shown as due all other on such Tax Returns Returns, which for the avoidance of doubt, shall not include any payment obligation with respect to income allocated pursuant to any income Tax Return of Fresh Logistics, LLC, B▇▇▇▇▇▇▇▇ Juice Holdings, LLC, or B▇▇▇▇▇▇▇▇ Juice Products, LLC, to the Companies and Company with respect to any period or portion thereof ending on or before the Closing Date to the extent such income must be reported under applicable law on a Tax Return of a Unitholder. To the extent the amount the Purchaser is required to pay or cause to be paid pursuant to the previous sentence is less than the Pre-Closing Income Tax Amount, Purchaser shall remit any Taxes due promptly pay in respect cash the amount of such difference to the Representative (for the benefit of the Unitholders) and to the extent the amount the Purchaser is required to pay or cause to be paid pursuant to the previous sentence is more than the Pre-Closing Income Tax Returns; provided Amount, the parties shall promptly cause the Escrow Agent to release from the Indemnity Escrow Amount an amount equal to such excess to the Purchaser unless and to the extent such excess would not have been incurred but for the fact that any such a Transaction Tax Return Deduction was included in respect the calculation of the Pre-Closing Income Tax Amount as deductible in a Straddle Period (Pre-Closing Tax period but was properly deductible in a “Straddle Period Tax Return”period, or portion thereof, beginning after the Closing. All Tax Returns prepared by Purchaser pursuant to this Section 10.01(c) shall be prepared in a manner that is consistent with the past practicecustom and practice of the Company and its Subsidiaries and applicable Law; provided furtherprovided, however, that Seller Purchaser may prepare and file, and nothing herein shall prepare be read to prevent, an election pursuant to Section 754 of the Code with respect to B▇▇▇▇▇▇▇▇ Juice Products, LLC, with respect to the taxable period that includes the transactions contemplated by this Agreement. At least 30 days prior to the date on which each such Tax Return is due, to the extent the Unitholders could be liable or cause responsible for any Taxes on such Tax Return or with respect to income allocated on such return including pursuant to this Agreement, the Purchaser shall submit such Tax Return (and all relevant work papers and other items required to understand such Tax Return or other items as reasonably requested by the Representative) to the Representative for the Representative’s review, comment and consent (not to be prepared and file unreasonably withheld, conditioned or cause delayed). If the Representative has not consented to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect filing of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by , the Buyer, Buyer parties shall deliver a copy of such Straddle Period Tax Return at least thirty (30follow the procedures set forth in Section 1.08(b) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changesdisagreements with respect to such Tax Returns, then any disputed including referring issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date Dispute Resolution Auditor for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementresolution.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be preparedThe Sellers Representative shall, at the Sellers’ cost and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Periodexpense, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare prepare, or cause to be prepared all Pre-Closing Period Tax Returns required to be filed by or on behalf of the Company and file its Subsidiaries after the Closing Date. All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company or its applicable Subsidiary (as the case may be), except as required by applicable Law. The Sellers Representative shall deliver or cause to be filed when due delivered drafts of all other such Pre-Closing Period Tax Returns with respect to the Companies Buyer for its review and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return comment at least thirty fifteen (3015) days prior to the due date for filing of any such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Pre-Closing Period Tax Return. Seller The Sellers Representative shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt incorporate any comments or changes reasonably requested by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten at least five (105) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for of any such Straddle Pre-Closing Period Tax Return, unless otherwise required by applicable Law. The fees Sellers Representative shall timely file all such Pre-Closing Period Tax Returns; provided, however, if any such Pre-Closing Period Tax Return is filed after the Closing and expenses of the Independent Accounting Firm Sellers Representative is not authorized to execute and file such Pre-Closing Period Tax Return by applicable Law, Buyer shall execute and file (or cause to be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10filed) Business Days following the due date for any Straddle such Pre-Closing Period Tax Return (taking into account as finally determined pursuant to this Section 10.3.1) with the appropriate Taxing Authority. The Sellers Representative (on behalf of the Sellers) shall pay all Pre-Closing Taxes due and payable in respect of all Pre-Closing Period Tax Returns of each of the Company and its Subsidiaries; provided, however, that if any valid extensions thereof) Pre-Closing Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by Buyer, the other party for any Sellers Representative (on behalf of the Sellers) shall pay (in immediately available funds) to Buyer the amount of all Pre-Closing Taxes due in and payable with respect of such Straddle Pre-Closing Period Tax Return for which such first party is responsible (determined pursuant to this AgreementSection 10.3.1) no later than three (3) Business Days prior to the earlier of the date such Pre-Closing Period Tax Return is filed or the due date of such Pre-Closing Period Tax Return.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, prepared and shall file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns for Company and its Subsidiaries for any taxable period that ends on or prior to the Effective Date. Seller shall permit Buyer to review and comment on each such Tax Return described in respect of the Companies that are required preceding sentence prior to be filed in respect of a Pre-Closing Tax Periodfiling, and the Seller shall pay all Taxes due with respect make any changes to such Tax Returns. (b) Returns reasonably requested to be made by Buyer in order to comply with the applicable Tax laws. Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to for Company and its Subsidiaries for any taxable period that ends after the Companies and shall remit Effective Date (the “Buyer Returns”). If any Taxes Tax shown as due in respect on such Buyer Return will materially effect the Tax Liability of such Tax Returns; provided that any Seller (taking into account the indemnification obligations of Seller hereunder), (A) such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner substantially consistent with past practicethe prior practice of Company and its Subsidiaries unless otherwise required by applicable Tax laws; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30B) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver provide Seller with copies of any Buyer Returns on which a copy of such Straddle Period Pre-Effective Date Tax Return is shown as due, at least thirty (30) 20 days prior to the due date for filing thereof (giving effect to any extensions) (or, if required to be filed within 20 days after the Closing, as soon as possible following the Closing) accompanied by a statement (the “Pre-Effective Date Tax Statement”) setting forth and calculating in reasonable detail the Pre-Effective Date Taxes shown as due on such Straddle Period return. If Seller agrees with the Buyer Return and Pre-Effective Date Tax Return Statement, Seller shall pay to Buyer or provide Buyer with a good check made payable to the relevant Governmental Authority in such amount (or if such Pre-Effective Date Tax Statement reflects a refund owing to Seller, Buyer shall pay to Seller such amount when received, if applicable), an amount equal to the Taxes allocated to Seller as shown on the Pre-Effective Date Tax Statement not later than two business days before the due date (including valid any extensions) together for payment of Taxes with respect to such Buyer Return. If, within 15 days of the receipt of the Buyer Return and Pre-Effective Date Tax Statement, Seller notifies Buyer that it disputes the manner of preparation of the Buyer Return or the amount of Taxes allocated to Seller as calculated in the Pre-Effective Date Tax Statement, and provides Buyer its proposed form of Buyer Return, a statement setting forth and calculating in reasonable detail the amount of Tax Taxes allocated to Seller, and a written explanation of the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. reasons for its adjustment, then Buyer and Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve attempt in good faith any issue arising as a result to resolve their disagreement within the five days following Seller’s notification of the review Buyer of such Straddle Period Tax Return disagreement. If Buyer and allocation. In the even the Parties Seller are unable to resolve any their disagreement, the dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date Firm, whose expense shall be borne equally by Buyer and Seller, for resolution within 20 days of such Straddle Period Tax Returnsubmission. The fees and expenses decision of the Independent Accounting Firm with respect to such dispute shall be shared equally between Seller binding upon Buyer and Buyer. Each of Buyer Seller, and Seller shall reimburse pay to Buyer (or Buyer shall pay to Seller, if appropriate) an amount equal to the other party no Taxes allocated to Seller as decided by such Independent Accounting Firm not later than ten (10) Business Days following two business days before the due date (including any extensions) for any Straddle Period payment of Taxes with respect to such Buyer Return. Buyer shall, subject to indemnification provided under §6(d)(i), timely pay the Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes shown as due in respect of on each such Straddle Period Buyer Tax Return for which such first party is responsible pursuant to this AgreementReturn.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, include the income of the Copley Midwest Subsidiaries on Seller’s consolidated federal and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all state Tax Returns in respect of for all periods through the Companies that are required to be filed in respect of a Pre-Closing Tax Period, Date and shall pay all any federal or state Taxes due with respect attributable to such income. For all taxable periods ending on or before the Closing Date, Seller shall cause the Copley Midwest Subsidiaries to join in Seller’s consolidated federal or state Tax Return and, in jurisdictions requiring separate reporting, to file separate company state and local Tax Returns. (b) Buyer . All such Tax Returns shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared by Seller in a manner consistent with past practice, except as required by a change in applicable Law. Buyer shall cause the Copley Midwest Subsidiaries to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 5.10. Buyer shall, and shall cause it Affiliates to, consult and cooperate with Seller as to any elections to be made on Tax Returns of any Copley Midwest Subsidiary for periods ending on or before the Closing Date; provided furtherprovided, that that, except as required by applicable Law, Seller shall prepare not cause any new or cause different elections to be prepared made if such elections would be reasonably expected to have a Material Adverse Effect on the Copley Midwest Business, taken as a whole. Buyer and file or cause Seller agree to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days report all transactions not in the Ordinary Course of Business occurring on the Closing Date and shall remit any Taxes due in respect after Buyer’s purchase of such Tax Returns. With respect to each Straddle Period the stock of the Copley Midwest Subsidiaries on Buyer’s federal income Tax Return to be filed the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to indemnify Seller for any additional Tax owed by Seller (including Tax owed by Seller due to this indemnification payment) resulting from any transaction engaged in by the Copley Midwest Subsidiaries not in the Ordinary Course of Business occurring on the Closing Date after Buyer’s purchase of the stock of the Copley Midwest Subsidiaries. Buyer shall cause the Copley Midwest Subsidiaries to file Tax Returns for all periods other than periods ending on or before the Closing Date; provided, that, with respect to any Straddle Period, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together provide Seller with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right reasonable opportunity to review and consult with Buyer on any such Straddle Period Tax Return Returns and shall incorporate such allocation andchanges as Buyer, within 10 days after the date in its exercise of receipt by Seller of such Straddle Period Tax Return and allocationgood faith, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties determines are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementnot unreasonable.

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities Authority (i) all consolidated, combined, unitary or aggregate Tax Returns in respect of University Park that include Seller or any of its Affiliates and (ii) all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. All such Tax Returns described in clause (ii) of the preceding sentence shall be prepared in a manner consistent with past practice except as required by applicable Law. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practicepractice except as required by applicable Law; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With Except as set forth on Schedule 8.3, with respect to each Straddle Period Tax Return to be filed by the Buyera Party hereunder, Buyer such Party shall deliver a copy of such Straddle Period Tax Return, in the case of a Straddle Period Tax Return filed by Buyer, at least thirty (30) days and, in the case of a Straddle Period Tax Return filed by Seller, at least ten (10) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller other Party pursuant to Section 8.2 ‎8.2 in respect of such Straddle Period Tax Return. Seller The Party not preparing a Straddle Period Tax Return shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocationthereof, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even event the Parties are unable to resolve any dispute within ten (10) days after Buyer a Party has received Sellerthe other Party’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.

Responsibility for Filing Tax Returns. (ai) Seller shall shall, at its expense, prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities filed, all Tax Returns in respect of each Acquired Company for all taxable periods ending on or prior to the Companies Closing Date that are required to be filed after the Closing Date; provided that (A) such Tax Returns shall be prepared on a basis consistent with the procedures, practices and accounting methods of the Acquired Companies existing on the Closing Date (unless otherwise required by applicable Law), (B) Seller shall provide Buyer a reasonable amount of time to review and comment on each such Tax Return prior to it being filed by Seller and (C) Seller shall consider in respect of a Pre-Closing Tax Period, and shall pay all Taxes due good faith any reasonable comments that Buyer provides in writing to Seller with respect to such Tax ReturnsReturns at least ten (10) days prior to the due date thereof. To the extent such Tax Returns are legally required to be filed by any Acquired Company or Buyer, Buyer shall, or shall cause each such Acquired Company to, timely file such Tax Returns as prepared by Seller. (bii) Buyer shall prepare or cause to be prepared and timely file or cause to be filed when due all other Tax Returns of each Acquired Company with respect to any Tax period that includes but does not end on the Companies and shall remit any Taxes due in respect of such Tax ReturnsClosing Date; provided that any (A) such Tax Returns shall be prepared on a basis consistent with the procedures, practices and accounting methods of the Acquired Companies existing on the Closing Date (unless otherwise required by applicable Law), (B) Buyer shall provide Seller a reasonable amount of time to review and comment on each such Tax Return in respect of a Straddle Period prior to it being filed by Buyer and (a “Straddle Period Tax Return”C) Buyer shall be prepared in a manner consistent with past practice; provided further, incorporate reasonable comments that Seller shall prepare or cause provides in writing to be prepared and file or cause Buyer with respect to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Returns at least thirty ten (3010) days prior to the due date for filing such Straddle Period Tax Return thereof. (including valid extensionsiii) together Notwithstanding the foregoing, Seller shall submit any filings with a statement setting forth any Governmental Authority in China under Bulletin 7 relating to any China indirect transfer tax resulting from the amount of Tax allocated to transactions contemplated hereby. Buyer shall have the Seller pursuant to Section 8.2 review rights in respect of such Straddle Period filing as if such filing were a Tax ReturnReturn governed by Section 6.02(a)(i). Seller shall have pay the right to review such Straddle Period Tax Return and such allocation andTax, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocationif any, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) required to be filed by the other party for paid in connection with any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementfiling.

Responsibility for Filing Tax Returns. (a) Seller The Sellers’ Representative shall prepare prepare, or cause to be prepared, and file file, or cause to be filed (in filed, on a manner consistent with past practices) with the appropriate Governmental Authorities timely basis all Income Tax Returns in with respect of to Target for taxable periods ending on or prior to the Companies that are required to be filed in respect of Closing Date (a “Pre-Closing Tax Period”), and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be including those that are filed when due all other Tax Returns with respect to after the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared Closing Date, in a manner which is consistent with past practice; provided further, that Seller practice except for changes in applicable Law or changes in fact. The Sellers’ Representative shall prepare or cause provide such Pre-Closing Tax Period Income Tax Returns (including supporting work papers and any other information reasonably requested by Buyer) to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing on which such Straddle Period Income Tax Return Returns are required to be filed (including valid taking into consideration applicable extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Returnfor its review and comment. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within Within ten (10) days after the receipt of any Pre-Closing Tax Period Income Tax Return, Buyer has received Sellerwill submit to the Sellers’ Representative in writing any proposed changes to such Income Tax Return. Buyer and the Sellers’ Representative will endeavor in good faith to resolve any differences with respect to the Pre-Closing Tax Period Income Tax Return within fifteen (15) days after the Sellers’ Representative’s receipt of written request proposed changes from Buyer. Sellers shall timely pay all Target’s Taxes due and owing with respect to any Pre-Closing Tax Period Tax Return (other than solely those Taxes paid by Target after the Closing that have been deducted from the Final Closing Date Net Working Capital). Except with respect to Pre-Closing Tax Period Income Tax Returns, Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns with respect to Target that are filed after the Closing Date. In the case of any Tax Return for changesa Straddle Period, then such Tax Returns shall be prepared by Buyer in a manner consistent with past practice except for changes in applicable Law or changes in fact. Buyer shall provide any Straddle Period Income Tax Returns (including supporting work papers and any other information reasonably requested by the Sellers’ Representative) to the Sellers’ Representative at least thirty (30) days prior to the date on which such Income Tax Returns are required to be filed (taking into consideration applicable extensions) for its review and comment. Within twenty (20) days after the receipt of any Straddle Period Income Tax Return, the Sellers’ Representative will submit to Buyer in writing any proposed changes to such Income Tax Return. Buyer and the Sellers’ Representative will endeavor in good faith to resolve any differences with respect to the Straddle Period Tax Return within fifteen (15) days after Buyer’s receipt of written proposed changes from the Sellers’ Representative. The Sellers’ Representative shall timely pay all Target Taxes due and owing with respect to any Pre-Closing Straddle Period as determined pursuant to Section 5(b)(iii). Any unresolved disputes regarding a Pre-Closing Tax Period Income Tax Return or Straddle Period Income Tax Return will be resolved by the Arbitrating Accountant (or another nationally recognized independent public accounting firm agreed upon by Buyer and the Sellers’ Representative), the costs of which shall be borne by each Party in the percentage inversely proportionate to the percentage of the total amount of the total items submitted for dispute that are resolved in such Party’s favor. The determination of the Arbitrating Accountant shall be binding on the Parties. In the event the Arbitrating Accountant does not resolve any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter issue prior to the due date for such Straddle Period Income Tax Return, then such Income Tax Return shall be filed as previously prepared by the Sellers’ Representative or Buyer, as applicable, (reflecting any changes agreed to by Buyer and the Sellers’ Representative) and Buyer shall use reasonable efforts to file an amended Income Tax Return to reflect the Arbitrating Accountant’s final resolution of such disputed issue. The fees and expenses Except as otherwise required by Law, without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Independent Accounting Firm Sellers’ Representative, neither Buyer nor Target shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10A) Business Days following the due date for file any Straddle Period Income Tax Return (taking into account any valid extensions thereofamended or otherwise) with respect to be filed by the other party Target for any Taxes due in respect Pre-Closing Tax Period or (B) enter into any closing agreement, settle any Tax claim or assessment relating to Target, surrender any right to claim a refund of such Straddle Period Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Target for any Pre-Closing Tax Period, or take any other similar action relating to the filing of any Income Tax Return for which or the payment of any Tax, in each case to the extent such first party is responsible pursuant to action would increase the Tax liability of Sellers or the liability of Sellers under this Agreement.

Responsibility for Filing Tax Returns. (ai) Seller The Representative shall prepare cause the Company and its Subsidiaries to timely file all Tax Returns required to be filed by them on or prior to the Closing Date and the Company and its Subsidiaries (as applicable) shall pay or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities paid all Taxes shown due thereon. All such Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past prior practice; provided further, that Seller . The Representative shall prepare or cause the Company and its Subsidiaries to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect provide Buyer with copies of such completed Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Returns at least thirty twenty (3020) days prior to the due date for filing thereof, along with supporting workpapers, for Buyer's review and approval (such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated approval not to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Returnbe unreasonably withheld). Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller The Representative and Buyer agree to consult and resolve shall attempt in good faith to resolve any issue arising as a result of disagreements regarding such Tax Returns prior to the review of such Straddle Period Tax Return and allocationdue date for filing. In the even event that the Parties Representative and Buyer are unable to resolve any dispute within with respect to such Tax Return at least ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for filing, such Straddle Period Tax Returndispute shall be resolved by the Independent Auditor. The Any fees and expenses of the Independent Accounting Firm Auditor incurred pursuant to this Section 11.07(b)(i) shall be shared borne equally between Seller by the Sellers, on the one hand, and BuyerBuyer on the other. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following If any dispute with respect to a Tax Return is not resolved prior to the due date for any Straddle Period of such Tax Return, such Tax Return shall be filed in the manner which the party responsible for preparing such Tax Return deems correct. (taking into account any valid extensions thereofii) Following the Closing, Buyer shall cause to be timely filed all Tax Returns required to be filed by the other party Company and its Subsidiaries after the Closing Date and pay or cause to be paid all Taxes shown due thereon. (iii) The Representative and Buyer will, unless prohibited by applicable Law, close the taxable period of the Company and its Subsidiaries as of the close of business on the Closing Date. If applicable Law does not permit the Company or a Subsidiary to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a "Straddle Period"), the Taxes, if any, attributable to a Straddle Period shall be allocated (x) to the Sellers for the period up to and including the close of business on the Closing Date, and (y) to Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes due in respect of such attributable to a Straddle Period Tax Return shall be made by means of a closing of the books and records of the Company and its Subsidiaries as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) as well as Taxes not based on income or receipts shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. To the extent any Taxes allocated to Sellers under this Section 11.07(b)(iii) are not reflected on the Latest Balance Sheet, Buyer shall be entitled to the payment for which such first party is responsible pursuant to this Agreementamount out of the Escrow Account.

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be prepared and filed (in a manner consistent with past practices) with the appropriate Governmental Authorities when due all Tax Returns in respect of the Companies that are required to be filed in by or with respect of a to the Company and its Subsidiaries for taxable years or periods ending on or before the Closing Date (“Pre-Closing Tax Period, Returns”) and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare remit or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit timely remitted any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller . Buyer shall prepare and file or cause to be prepared and file or cause to be filed any such Straddle Period when due all Tax Return Returns that is are required to be filed within thirty (30) days of by or with respect to the Company and its Subsidiaries for taxable years or periods ending after the Closing Date and shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to each Pre-Closing Tax Returns, provided Seller complies with Section 10.01(d)(ii), Buyer shall cooperate with Seller in filing such Tax Returns, including causing the Company and its Subsidiaries to sign and file such Tax Returns. With respect to Tax Returns of the Company and its Subsidiaries for Straddle Periods (“Straddle Period Tax Return Returns”), Buyer shall prepare or cause to be prepared such Tax Returns in a manner consistent with Seller’s past practice unless otherwise required by Law or change of fact. Seller shall pay to Buyer an amount equal to any Taxes for which Seller is liable pursuant to Section 10.01(a) (but which are payable with Tax Returns to be filed by Buyer pursuant to the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty previous sentence) within three (303) days prior to the due date for the filing of such Tax Returns. (ii) Subject to Section 10.01(e), with respect to Pre-Closing Tax Returns and Straddle Period Tax Returns, the party preparing such Tax Return (including valid extensions) together with shall deliver a statement setting forth the amount copy of such Tax allocated Return to the Seller pursuant other party for its review and approval not less than fifteen (15) business days prior to Section 8.2 in respect of the date on which such Straddle Period Tax Returns are due to be filed (taking into account any applicable extensions). If the parties disagree as to any item reflected on any such Tax Return. Seller , they shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve negotiate in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within such disagreement. If they cannot reach a final resolution by ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to before the due date for of such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereofapplicable extensions) the matter shall be submitted to the Accounting Firm for resolution. The costs of the Accounting Firm shall be filed borne equally fifty percent (50%) by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementBuyer and fifty percent (50%) by Seller.

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall Parent will prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns for the Company and its Subsidiaries that have not been filed as of the Closing Date. Parent will timely pay or cause to be timely paid any amount shown as due on such Tax Returns. All such Tax Returns that are with respect to the Companies and shall remit any Taxes due in respect of such Pre-Closing Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall Periods will be prepared in a manner that is consistent with the past practice; provided furthercustom and practice of the Company and its Subsidiaries, that Seller shall prepare except as otherwise required by applicable Law. Neither the Company nor any of its Subsidiaries will waive any carryback of any net operating loss, capital loss or cause to be prepared and file or cause to be filed credit on any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax ReturnsReturn. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at At least thirty (30) days prior to the due date for filing such Straddle Period on which each Tax Return with respect to any Pre-Closing Tax Period is due, Parent will submit such Tax Return to the Representative to provide the Representative with an opportunity to comment on and approve such Tax Returns (including valid extensionswhich approval will not be unreasonably withheld, conditioned or delayed). Parent will make any changes reasonably requested by the Representative in time for the Tax Return to be timely filed. (ii) together with a statement setting forth With respect to the amount preparation of Tax allocated Returns, Parent and the Representative agree that all Transaction Tax Deductions will be treated as properly allocable to the Seller pursuant Pre-Closing Tax Period. Parent will include all Transaction Tax Deductions as deductions in the Tax Returns of the Company or its Subsidiaries for the Pre-Closing Tax Period that ends on the Closing Date and will request a refund (rather than a credit against future Taxes) with respect to Section 8.2 in respect any overpayment for any Pre-Closing Tax Period. For the portion of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days day of the Closing after the date time of receipt by Seller Closing, other than the transactions expressly contemplated hereby, Parent will cause the Company and each of such Straddle Period its Subsidiaries to carry on its business only in the ordinary course in the same manner as heretofore conducted. Parent, the Company and the Subsidiaries will not take any action, or permit any action to be taken, that may prevent the Tax Return year of the Company and allocationits Subsidiaries from ending for all relevant Tax purposes at the end of the day on which the Closing occurs and will, to request in writing any reasonable changes the extent permitted by applicable Law, elect with the relevant taxing authority to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising treat for all purposes the Closing Date as the last day of a result taxable period of the review of such Straddle Period Tax Return Company and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementSubsidiaries.

Responsibility for Filing Tax Returns. (a) The Seller shall prepare or cause to be preparedprepared and cause to be timely filed all Tax Returns for the Company that are filed after the Closing Date that pertain to periods prior to the Closing Date. Upon completion of such Tax Returns for the Company that pertain to periods prior to the Closing Date, and file the Seller shall pay to the Buyer (through the use of the Escrow, if available), any Tax payments due on such returns except to the extent that such Taxes were taken into account in the calculation of the Final Net Assets. Buyer shall then remit or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities remitted all Tax Returns Taxes in respect of such Tax Returns payable after the Companies that are required Closing Date. The Seller shall permit the Buyer to be filed review and comment on each Tax Return described in respect the preceding sentence for a period of a Pre-Closing Tax Period, up to ten (10) days prior to filing and shall pay all Taxes due with respect to make such revisions of such Tax ReturnsReturns as are reasonably requested by the Buyer’s Representative. (b) The Buyer shall prepare or cause to be prepared and file or cause to be timely filed when due all other Tax Returns for the Company for each Straddle Period. The Buyer shall permit the Seller to review and comment on each Tax Return described in the preceding sentence for a period of up to ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. In the event of a dispute between the Parties with respect to any item on any such Tax Return, the Companies Parties shall act in good faith to resolve any such dispute prior to the date on which such Tax Return is required to be filed. The Buyer agrees to file all permitted extensions of time to file such Tax Return as shall be reasonably required to allow any such dispute to be resolved. If the Parties hereto cannot resolve any disputed item, the item or items in question shall be resolved in a manner similar to that set forth in Section 1.4(c) and Section 1.4(d) hereof. Upon completion of such Tax Returns, Seller shall remit any pay to Buyer (through the use of Escrow funds established hereunder, if available), the portion of the Tax payments due on such returns that relate to the Pre-Closing Tax Period, except to the extent such Taxes were taken into account in the calculation of the Final Net Assets. Buyer shall then pay all Taxes due in respect of such Tax Returns; provided . (c) The parties acknowledge that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) the Company shall be prepared in disregarded as a manner consistent separate entity for federal and applicable state income Tax purposes (before and during the Closing) and will not be filing income Tax Returns with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period such income Taxes (so that, for the avoidance of doubt, the foregoing provisions of this Section 5.3 shall not apply to Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date Returns for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties Taxes that are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementincome or franchise Taxes).

Responsibility for Filing Tax Returns. (ai) Seller The Company shall prepare or cause to be prepared, and file prepared all Tax Returns with respect to the Acquired Assets for all periods ending on or cause prior to the Closing Date (the “Seller Tax Returns”). All such Seller Tax Returns shall be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are practice except as required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returnsby applicable Law. (bii) Buyer Buyer, at the sole cost and expense of the Company and Members, shall prepare or cause to be prepared and timely file or cause to be timely filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax ReturnBuyer Returns”) ). Each such Buyer Return shall be prepared in a manner consistent with past practice; provided further, that Seller except as otherwise required by applicable Law. Buyer shall prepare or cause to be prepared and file or cause to be filed any submit each such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Buyer Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Seller Representative at least thirty (30) days prior to the due date for the filing of such Straddle Period Tax Buyer Return (including valid taking into account any extensions) together with a statement setting forth the amount of Tax allocated to ), and the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller Representative shall have the right to review and comment on such Straddle Period Tax Return and such allocation andBuyer Returns, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve shall consider in good faith any issue arising such reasonable comments to the Buyer Returns as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable provided in writing by Seller Representative to resolve any dispute Buyer within ten (10) days after of receipt of such Buyer has received Seller’s written request for changesReturn. (iii) Buyer and the Company agree to furnish, then any disputed issues shall or cause to be immediately submitted furnished to the Independent Accounting Firm other, upon request, as promptly as reasonably practicable, and at the expense of the requesting party such information (including access to resolve in a final binding matter prior books and records related to the due date Acquired Assets) related to the Acquired Assets as is reasonably necessary for such Straddle Period the filing of any Tax Return, the preparation for any Tax audit or the prosecution or defense of any claim, action, suit, arbitration or proceeding by or before any Governmental Body related to any proposed Tax adjustment related to the Acquired Assets. The fees Buyer and expenses of the Independent Accounting Firm Company shall be shared equally between Seller keep all such information and Buyerdocuments received by them confidential unless otherwise required by Law. Each Notwithstanding anything to the contrary in this Agreement, Buyer shall not have any obligation to provide or furnish to the Company any consolidated, combined or unitary group Tax Return or portion thereof (including any work papers or related documentation) of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementor its Affiliates.

Responsibility for Filing Tax Returns. (a) Seller Subject to the other provisions of this Section 7.1, including the remaining provisions of this Section 7.1(b), Buyer shall prepare or cause to be prepared, prepared and timely file or cause to be timely filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of for the Companies Company that are required to be filed in respect of a after the Closing Date, including Tax Returns for any Pre-Closing Tax Period or Straddle Period that are due after the Closing Date (each such Tax Return for any Straddle Period, and shall pay all Taxes due with respect to such Tax Returns. (b) a “Buyer Prepared Return”); provided, however, Sellers’ Representative shall prepare or cause to be prepared and file or cause to be filed when due all other Pass-Through Tax Returns. The Pass-Through Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall ​ ​ be prepared in a manner consistent with the past practice; provided furtherTax practices of the Company unless otherwise required by applicable Law. Sellers’ Representative shall provide all Pass-Through Tax Returns (including supporting work papers and any other information reasonably requested by ▇▇▇▇▇) that Sellers’ Representative is required to prepare and file, that Seller shall prepare or cause to be prepared and file or cause filed, pursuant to be filed any this Section 7.1(b) to Buyer at least 30 days prior to the date on which such Straddle Period Tax Return that is Returns are required to be filed within thirty (30taking into consideration applicable extensions) for its review and comment. Within ten days after the receipt of the Closing Date and shall remit any Taxes due Pass-Through Tax Returns, ▇▇▇▇▇ will submit to Sellers’ Representative in respect of writing any proposed changes to such Pass-Through Tax Returns. With ▇▇▇▇▇ and Sellers’ Representative will endeavor in good faith to resolve any differences with respect to each Straddle Period the Pass-Through Tax Return to be filed by the Returns within five days after Sellers’ Representative’s timely receipt of written proposed changes from Buyer, . Buyer shall deliver provide any Buyer Prepared Returns (i) that are due prior to the final determination of the Final Closing Cash Consideration pursuant to Section 1.5 or (ii) that may reasonably be expected to result in a copy claim against Seller on the basis of such Straddle Period Tax Return Indemnified Taxes, to Sellers’ Representative at least thirty (30) 30 days prior to the due date on which such Buyer Prepared Returns are required to be filed (taking into consideration applicable extensions, or for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period any non-income Tax Return. Seller shall have the right , such shorter period as Buyer and Sellers’ Representative agree is reasonable to give Sellers’ Representative a meaningful opportunity to review such Straddle Period Tax Return and such allocation and, within 10 comment) for their review and comment. Within ten days after the date receipt of receipt by Seller of such Straddle Period Tax Return and allocationany Buyer Prepared Return, Sellers’ Representative will submit to request Buyer in writing any reasonable proposed changes to such Straddle Period Tax ReturnBuyer Prepared Returns. Seller ▇▇▇▇▇ and Buyer agree to consult and resolve ▇▇▇▇▇▇▇’ Representative will endeavor in good faith to resolve any issue arising as differences with respect to the Buyer Prepared Return within five days after ▇▇▇▇▇’s receipt of written proposed changes from Sellers’ Representative. Any unresolved disputes regarding a result Pass-Through Tax Return or any such Buyer Prepared Return will be resolved by the Independent Accounting Firm, the costs of the review which shall be borne by each party in a manner consistent with Section 1.5(b)(iii). The determination of such Straddle Period Tax Return and allocationIndependent Accounting Firm shall be binding on the Parties. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to event the Independent Accounting Firm to does not resolve in a final binding matter any disputed issue prior to the due date for such Straddle Period Tax Return. The fees Return (including extensions), then such Tax Return shall be filed as determined by the Party responsible for filing such Pass-Through Tax Return or Buyer Prepared Return pursuant to this 7.1(b) (reflecting any changes agreed to by Buyer and expenses of Sellers’ Representative) and such filing Party shall use reasonable efforts to file an amended Tax Return to reflect the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect Firm’s final resolution of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementdisputed issue.

Responsibility for Filing Tax Returns. (ai) Seller Sellers shall prepare or cause to be preparedprepared at their own cost, all federal and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all state income Tax Returns in respect of for the Companies that are required to be filed after the Closing Date with respect to periods that end on or prior to the Closing Date. Sellers shall provide draft versions of such Tax Returns to the Buyer not later than thirty (30) days prior to the extended due date for filing such Tax Returns. The Buyer shall notify Sellers of any proposed changes not later than fifteen (15) days after delivery of such draft Tax Returns pursuant to the preceding sentence. Sellers shall make changes to such draft Tax Returns that are reasonably requested by the Buyer to the extent that such changes (A) are with respect to a position or item that was initially reported on such draft Tax Returns in respect a manner inconsistent with the past practices of the applicable Company, (B) if accepted, would cause such position or item to be consistent with the past practices of such Company. To the extent that Buyer prepares and files (or causes to be prepared and filed) Tax Returns that include a Pre-Closing Tax Period, Period and shall pay all which shows or could show an amount of Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any on such Tax Return in respect of a Straddle Period (a “Straddle Period for which Sellers may be liable thereunder, Buyer shall cause such Tax Return”) shall Returns to be prepared in a manner consistent with past practice; provided furtherpractices. (ii) Sellers (and their Subsidiaries and Affiliates) shall not amend any Tax Returns of any Company or any Subsidiary for any Pre-Closing Period without the prior written consent of Buyer, that Seller which shall prepare be withheld only if such amendment could reasonably be Table of Contents expected to have an adverse effect on the Tax Liability or cause a Tax position of any of Buyer, the Companies, the Subsidiaries and their Affiliates with respect to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of a period after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementDate.

Responsibility for Filing Tax Returns. (ai) Parent Seller shall prepare include the Company in, and shall file or cause to be preparedfiled, (A) the United States consolidated federal income Tax Return of Parent Seller for all taxable periods of the Company ending on or prior to the Closing Date and (B) where applicable, Parent Seller shall include the Company or cause the Company to be included in, and shall file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Other Seller Consolidated Tax Returns in respect for all Taxable periods of the Companies that are Company ending on or prior to the Closing Date, and shall pay (or cause to be paid) any and all Taxes due with respect to the Tax Returns referred to in clause (A) or (B) of this Section 12.3(c)(i). Parent Seller shall file (or cause to be filed) all other Tax Returns of the Company required to be filed in respect of a Pre-prior to the Closing Tax PeriodDate, and shall pay (or cause to be paid) any and all Taxes due with respect to such Tax Returns. . Any Tax Returns which Parent Seller files (b) Buyer shall prepare or cause causes to be prepared and file or cause filed) pursuant to be filed when due all other Tax Returns with respect to this Section 12.3(c)(i) after the Companies and shall remit any Taxes due in respect date of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) this Agreement shall be prepared in a manner consistent with past practice; provided further, that unless a contrary treatment is required by the applicable Tax laws. Subsequent to Closing, neither Parent Seller nor the Buyer shall amend any combined, consolidated or unitary Taxes Return which includes the Company or make a claim for refund which respect to such Tax Return without the other party’s consent (which will not be unreasonably withheld), if such amendment or refund claim could have an material adverse affect on the other party or any of their respective Affiliates for any Taxable period. (ii) Following the Closing, Buyer shall prepare (or cause to be prepared prepared) and file (or cause to be filed any such Straddle Period filed) all Tax Return that is Returns (other than consolidated, combined or unitary Tax Returns described in Section 12.3(c)(i)) which are required to be filed within thirty pursuant to any Legal Requirement with respect to the Company after the Closing Date (30including any separate Company Tax Returns which Parent Seller failed to properly file, or cause to be filed, prior to the Closing Date), and, subject to the right to receive payment from the Parent Seller under Section 12.3(c)(iii), pay or cause to be paid all Taxes shown to be due thereon. To the extent that Buyer will seek a payment from Parent Seller under Section 12.3(c)(iii) days with respect to any such Tax Return (for which the Parent Seller shall be liable only to the extent that such Taxes exceed the amount, if any, specifically reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the BuyerWorking Capital Statement), Buyer shall deliver cause the Company to provide Parent Seller with a copy of such Straddle Period Tax Return at least thirty (30or in the case of a consolidated, combined, or unitary Tax Return including the Company, the portion of such Tax Return relating to the Company) days prior to filing for Parent Seller’s review and approval (which approval will not be unreasonably withheld). Parent Seller and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Return prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have In the right to review such Straddle Period Tax Return and such allocation and, within 10 days after event that the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Parent Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within with respect to such Tax Return prior to the due date for filing, such dispute shall be resolved in accordance with Section 12.3(j). (iii) To the extent that any Taxes shown due on a Tax Return which Buyer is required to file (or cause to be filed) under Section 12.3(c)(ii) relate to a Pre-Closing Tax Period (and were not reserved for on the Closing Working Capital Statement) or are otherwise the responsibility of the Parent Seller under Article X of this Agreement, Parent Seller shall make a payment to Buyer in amount of such Taxes no later than ten (10) days after Buyer has received Seller’s written request for changesprovides Parent Seller with a copy of such Tax Return (or in the case of a consolidated, then any disputed issues shall be immediately submitted combined or unitary Tax Return, the portion relating to the Independent Accounting Firm Company) and a statement setting forth the amount Parent Seller owes to the Buyer. If a dispute arises with respect to the underlying Tax Return or the amount of Taxes for which the Parent Seller is responsible, Parent Seller and Buyer shall attempt in good faith to resolve in a final binding matter any such disagreement prior to the due date for such Straddle Period of the Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following If such dispute is not resolved prior to the due date for any Straddle Period of the Tax Return, the Parent Seller shall pay to Buyer the amount that Parent Seller believes in good faith is due and owing (and the Tax Return (taking into account any valid extensions thereof) to shall be filed by in the other party for any manner that Buyer deems correct); provided, however, if the independent accounting firm resolving the dispute in accordance with Section 12.3(j) determines that amount of Taxes due as being the responsibility of the Parent Seller differs from the amount paid to Buyer, the Parent Seller shall pay to the Buyer, or the Buyer shall pay to the Parent Seller, the amount necessary to reflect the independent accounting firm’s determination (plus interest determined at the federal underpayment rate described in respect Section 6621(a)(2) of such Straddle Period Tax Return for which such first party is responsible the Code). No payment pursuant to this AgreementSection 12.3(c)(iii) shall excuse the Parent Seller from its indemnification obligations pursuant to Article X if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Return exceeds the amount of the Parent Seller’s payment pursuant to this Section 12.3(c)(iii).

Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and timely file or cause to be timely filed (in a manner consistent with past practicestaking into account all extensions properly obtained): (i) with the appropriate Governmental Authorities all any consolidated, combined or unitary Tax Returns in respect of the Companies that are Return required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such the Seller Subsidiaries, for all Taxable periods ending on or prior to the Closing Date and (ii) all other Tax Returns. (b) Buyer Returns required to be filed with respect to Seller and the Seller Subsidiaries that are due on or prior to the Closing Date. In each case, Seller shall prepare remit or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit remitted any Taxes due in respect of any such Tax Returns; provided that any , and all such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) Returns shall be prepared and filed in a manner consistent with past prior practice; provided further, that except as required by a change in applicable Legal Requirements or to the extent a failure to do so will not materially affect any post-Closing Tax liability of the Seller Subsidiaries. Purchaser shall prepare or have the right to review and comment on (but not approve) any such Tax Returns prepared by Seller. Purchaser shall cause the Seller Subsidiaries to be prepared and furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 9.3 in accordance with prior practice. (b) Purchaser shall timely file or cause to be timely filed (taking into account all extensions properly obtained) any such Straddle Period Tax Return that is Returns required to be filed within thirty (30) days of with respect to the Seller Subsidiaries for any taxable year or period ending after the Closing Date and any Straddle Period that Seller is not required to file pursuant to paragraph (a) of this Section 9.3. Purchaser shall remit or cause to be remitted any Taxes due in respect of any such Tax Returns. With respect to each Tax Returns to be filed by Purchaser pursuant to this paragraph (b) that relate to Taxable years or periods ending on or prior to the Closing Date or any Straddle Period (x) such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable Legal Requirements or to the extent a failure to do so will not materially affect any Tax liability of Seller or either of the Seller Subsidiaries for any Pre-Closing Tax Period and (y) such Tax Returns shall be submitted to Seller prior to filing and not later than 30 days prior to the due date (taking into account all extensions properly obtained) for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Seller, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (x) of this sentence. (c) Seller or Purchaser shall pay the other party for the Taxes for which Seller or Purchaser, respectively, is liable pursuant to Section 9.1 but which are payable with any Tax Return to be filed by the Buyerother party pursuant to this Section 9.3 upon the written request of the party entitled to payment, Buyer shall deliver a copy setting forth in detail the computation of such Straddle Period Tax Return at least thirty the amount owed by Seller or Purchaser, as the case may be, but in no event earlier than ten (3010) days prior to the due date for filing paying such Straddle Period Taxes. (d) Purchaser shall not amend or cause the amendment of a Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant Subsidiaries, change an annual accounting period, adopt or change any accounting method, or file or amend any Tax election concerning the Seller Subsidiaries, with respect to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter period ending on or prior to the due date for Closing Date (including with respect to a Straddle Period, the portion of such Straddle Period Tax Returnperiod ending on the Closing Date pursuant to 9.2) without the written consent of Seller. The fees and expenses Purchaser shall, upon request by Seller, cause either of the Independent Accounting Firm shall be shared equally between Seller Subsidiaries to cooperate in the preparation of and Buyer. Each submission to the proper Tax authority of Buyer and Seller shall reimburse any amended Tax Return with respect to the other party no later than ten (10) Business Days following Company for any taxable period ending on or prior to the due date for Closing Date or any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by that includes the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementClosing Date.

Responsibility for Filing Tax Returns. (a) Seller For any Pre-Closing Period of the Corporation or any of its Subsidiaries, Buyer shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practicesexisting procedures, practices and accounting methods) with the appropriate Governmental Authorities taxing authorities, all Tax Returns in respect of the Companies that are required to be filed in respect after the Effective Date. Buyer shall provide a copy of a Pre-Closing each such Tax PeriodReturn to Sellers’ Representative for its review and comment at least 30 days prior to the due date of each such Tax Return and Sellers’ Representative shall comment on each such Tax Return within 30 days of receipt. Buyer shall incorporate all reasonable comments made by Sellers’ Representative to each such Tax Return, timely file each such Tax Return, and shall pay all Taxes due with respect to such Tax Returns, subject to Buyer’s right to be indemnified by the Sellers pursuant to Section 7.4; provided, however, that no such Tax Return shall be filed without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to the Companies and shall remit Corporation or any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare its Subsidiaries for taxable years or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of periods ending after the Closing Effective Date and shall remit any Taxes due in respect of such Tax Returns. With respect . (c) For any Straddle Period, Buyer shall timely prepare or cause to each Straddle Period be prepared, and file or cause to be filed, all Tax Return Returns of the Corporation and its Subsidiaries required to be filed and shall pay all Taxes due with respect to such Tax Returns (subject to Buyer’s right to be indemnified by the BuyerSellers pursuant to Section 7.4; with respect to the taxable periods covered by such Tax Returns. Each such Tax Return shall be prepared on a basis consistent with existing procedures, practices and accounting methods unless otherwise required by applicable law. No such Tax Return shall be filed without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (d) If Buyer files any amended Tax Return of the Corporation or any of its Subsidiaries, or any Tax Return relating to a jurisdiction in which neither the Corporation nor any of its Subsidiaries currently files a Tax Return, in each case, for any Pre-Closing Period, Buyer shall deliver a copy of provide Sellers’ Representative prior written notice and an opportunity to comment on any such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing filing. Buyer shall not file any such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of any such Straddle Period amended Tax Return. Seller shall have ) unless, in the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result judgment of the review of Buyer’s counsel, such Straddle Period Tax Return filing is necessary to comply with law or for consistency with past or existing procedures, practices and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementaccounting methods.

Responsibility for Filing Tax Returns. (ai) Seller Buyer, at its sole cost and expense, shall cause the Company and each of its Subsidiaries to prepare or cause to be prepared, and timely file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies Company and each of its Subsidiaries due after the Closing Date (“Buyer Prepared Returns”). To the extent that are required a Buyer Prepared Return relates to be filed in respect of a Pre-Closing Signing Tax Period or Straddle Period, except as otherwise required by applicable law, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company and its Subsidiaries in effect as of the date immediately preceding the date hereof. (ii) With respect to any Tax Return of the Company or any Subsidiary that is not described in Section 10.02(a)(i), the Sellers shall cause the Company and each of its Subsidiaries to prepare and timely file all such Tax Returns and promptly pay all any Taxes due with respect to such Tax Returns. (b) Buyer Returns to the applicable Taxing Authorities. Except as otherwise required by applicable law, all such Tax Returns shall prepare or cause to be prepared on a basis consistent with existing procedures and file or cause to be filed when due all other Tax Returns with respect to practices and accounting methods of the Companies Company and shall remit any Taxes due its Subsidiaries in respect effect as of such Tax Returns; provided that the date immediately preceding the date hereof. The Sellers will submit any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared Buyer for its review and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return comment at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensionsor, if such due date is within thirty (30) together with a statement setting forth days following the amount of Tax allocated date hereof, as promptly as practicable following the date hereof). The Sellers shall make any change to the Seller pursuant to Section 8.2 in respect of any such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return that is reasonably requested by Buyer and such allocation and, are not inconsistent with the standard set forth in the second sentence of this Section 10.02(a)(ii) within 10 days after the date earlier of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten twenty (1020) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter such Tax Return or three (3) days prior to the due date for filing such Straddle Period Tax Return. The fees and expenses Seller shall not file any such Tax Return without Buyer’s written consent, which shall not be unreasonably withheld, delayed, or conditioned. (iii) Unless required by (A) law or (B) a Taxing Authority pursuant to a final “determination” (within the meaning of Section 1313(a) of the Independent Accounting Firm Code or any comparable provision of state, local, or foreign Tax law), Buyer shall be shared equally between Seller not, and Buyer. Each shall not allow the Company or any of Buyer and Seller shall reimburse its Subsidiaries to, amend any Tax Return of the other party no later than ten (10) Business Days following the due date Company or any of its Subsidiaries for any Pre-Signing Tax Period or Straddle Period, make any Tax election that has retroactive effect to any such Tax period with respect to the Company or any of its Subsidiaries, or otherwise initiate any other Holder Approved Tax Matter without the prior written consent of the Sellers, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may file a claim for a Tax refund with respect to any Pre-Signing Tax Period or Straddle Period without the consent of the Sellers and the Sellers shall not be entitled to the amount of any such Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementrefund.

Responsibility for Filing Tax Returns. (a) Seller shall prepare The Member Representative shall, without cost to the Company or cause to be preparedits Subsidiaries or the Purchaser, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and the Company shall cause to be filed when due (taking into account all extensions properly obtained) all income Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending on or before the Closing Date and required to be filed after the Closing (such Tax Returns, the “Seller Filed Tax Returns”), and the Members shall remit or cause to be remitted any Taxes due in respect of such income Tax Returns. Except for the Tax Returns described in the preceding sentence, the Purchaser shall file or cause to be filed when due (taking into account all other extensions properly obtained) all Tax Returns that are required to be initially filed after the Closing Date (taking into account extensions) by or with respect to the Companies Company or any of its Subsidiaries for any taxable period beginning on or before the Closing Date (such Tax Returns the “Purchaser Filed Tax Returns”), and the Purchaser shall remit or cause to be remitted any Taxes due in respect of such Tax Returns; , provided that to the extent such Taxes shown as due on any Purchaser Filed Tax Returns are for any taxable period ending on or prior to the Closing Date or for the portion of the Straddle Period, as determined pursuant to Section 7.11(c), ending on the Closing Date, then, subject to Section 7.11(b), such Taxes shall be payable solely from the Indemnity Escrow Amount upon the written request of the Purchaser to the Member Representative and Escrow Agent (which request shall set forth in reasonable detail the computation of the amount payable from the Indemnity Escrow Amount pursuant to this Section 7.11(a)), except to the extent (i) such Taxes were reflected as a current liability on the Final Adjustment Schedule and taken into account as an adjustment to the Purchase Price or (ii) Purchaser is bearing any such Tax Return Taxes under Section 7.11(h). Purchaser shall pay to the Members any Taxes of the Company due in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Filed Tax Return that is required to be initially filed within thirty (30) days of after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereofextensions) to be filed by the other party for any extent such Taxes due in respect were reflected as a current liability on the Final Adjustment Schedule at least five (5) Business Days prior to the filing of such Straddle Period Seller Filed Tax Return for which such first party is responsible pursuant to Return. All Tax Returns described in this AgreementSection 7.11(a) shall be prepared and filed in a manner consistent with past practice unless otherwise required by applicable Law.

Responsibility for Filing Tax Returns. (a) Seller The Sellers, with the assistance of the Purchaser, shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes due with respect to such Tax Returns. The existing managing member of the Company shall remain the tax matters partner for the Pre-Closing Tax Periods. The Sellers shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Affiliates in a taxable period or portion thereof beginning after the Closing Date; provided however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Sellers are not liable hereunder. (b) For any Straddle Period of the Company or any of its Affiliates, the Purchaser shall timely prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities filed, all Tax Returns in respect relating to the Company or any of the Companies that are its Affiliates required to be filed in respect filed. The Company or any of a Pre-Closing Tax Period, and its Affiliates shall timely pay all Taxes due with respect to such Tax Returns; provided that if any portion of the Taxes due with respect to such Tax Returns is allocable to the Sellers under Section 9.2, the Sellers shall pay such amount to the Company or any of its Affiliates as promptly as reasonably practicable (and in any event no later than five (5) Business Days before such Taxes are due and payable). The Purchaser shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to the filing thereof. (bc) Buyer The Purchaser shall timely prepare or cause to be prepared prepared, and file or cause to be filed when due filed, all other Tax Returns with respect relating to the Companies and shall remit Company or any Taxes due in respect of such Tax Returns; provided that its Affiliates for any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of taxable period beginning after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreement.

Responsibility for Filing Tax Returns. (a) Seller Each of ▇▇▇▇▇ Holdings, Flowco Production Solutions and Flogistix Holdings, as applicable, shall prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns of any ▇▇▇▇▇ Company, Flowco Company or Flogistix Company, respectively, with respect to Flow-Through Income Taxes for any Pre-Closing Date Tax Period and for the portion of any Straddle Period ending on the Closing Date (the “Holdings Prepared Returns”). Any Holdings Prepared Returns in respect of Flow-Through Income Taxes for the portion of any Straddle Period ending on the Closing Date shall be prepared based on an interim closing of the books method under Section 706 of the Code. Newco shall prepare and timely file or cause to be prepared and timely filed at its sole cost and expense all Tax Returns required to be filed by or with respect to each of the Companies for any Pre-Closing Date Tax Period and for the portion of any Straddle Period ending on the Closing Date that are filed after the Closing Date, other than the Holdings Prepared Returns (the “Newco Prepared Returns”). The Parties shall provide Newco and the other Parties with all information reasonably necessary to prepare and file or cause to be prepared and filed (in any such Tax Returns contemplated by the preceding two sentences. Such Tax Returns shall be prepared on a manner basis consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect practice except to the Companies and shall remit extent otherwise required by applicable Laws. If any Taxes Tax shown as due in respect of such Tax Returns; provided that on any such Tax Newco Prepared Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days indemnified by any Party under Section 7.01(a), Section 9.02, Section 9.03 or Section 9.04, as applicable, Newco shall, reasonably in advance of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax each Newco Prepared Return (taking into account any valid extensions thereofapplicable extensions), deliver a draft of such Newco Prepared Return, together with all supporting documentation and workpapers, to the Party responsible for indemnification of the Taxes shown (or required to be shown) on such return under Section 7.01(a), Section 9.02, Section 9.03 or Section 9.04, as applicable, for its review and comment, and Newco will cause such Newco Prepared Return (as revised to incorporate such Party’s reasonable comments) to be timely filed by the other party for any Taxes due in respect of and provide a copy thereof to such Straddle Period Tax Return for which such first party is responsible pursuant to this AgreementParty.

Responsibility for Filing Tax Returns. (ai) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer The Sellers shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns for the Target Companies with respect to any taxable period ending on or before the Companies Closing Date and shall remit pay or cause to be paid any Taxes due in respect of such Tax Returns; provided that . The Purchaser shall not have the right to review any such Tax Return in respect Returns but shall be provided a copy of a Straddle Period (a “Straddle Period the filed Tax Return”) Returns that include solely one or more of the Target Companies. Such Tax Returns shall be prepared in on a manner basis consistent with past practicethose prepared for prior taxable periods unless a different treatment is required by applicable Law. The Purchaser shall cause the Target Companies and Affiliates to take such actions as the Sellers may reasonably request in connection with the filing of refund claims and amended Tax Returns with respect to the Tax Returns described in this Section 6.1(e)(i); provided furtherprovided, that Seller except as required by Law, neither the Purchaser nor any of its Affiliates shall (or shall cause or permit any of the Target Companies to) amend, refile or otherwise modify any Tax Return relating in whole or in part to any of the Target Companies with respect to any Pre-Closing Tax Period without the written consent of the Sellers, which consent may be withheld in the reasonable discretion of the Sellers. With respect to any taxable period for which the Sellers are required to file or cause to be filed a Tax Return pursuant to this Section 6.1(e)(i), the Purchaser shall promptly cause the Target Companies, as applicable, to prepare and provide to the Sellers, at the Purchaser’s sole cost and expense, a package of tax information materials which shall be completed in accordance with the past practice of such Target Company, including past practice as to providing the information, schedule and work papers as to the method of computation of separate taxable income or other relevant measure of income. (ii) The Purchaser shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns for the Target Companies with respect to any such Straddle Period Tax Return that is required to be filed within thirty (30) days of taxable period ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return Returns that are required to be filed by or with respect to the BuyerTarget Companies for Straddle Periods (collectively, Buyer the “Straddle Tax Returns”), such Straddle Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods (unless otherwise required by Law) and the Sellers shall be responsible for Taxes of the Target Companies attributable to Pre-Closing Tax Periods, excluding Taxes arising from transactions entered into on the Closing Date but after the Closing, other than transactions in the ordinary course of business. The Purchaser shall notify the Sellers of any amounts due from the Sellers in respect of Straddle Tax Returns no later than thirty (30) Business Days prior to the date on which such Straddle Tax Return is due, and the Sellers shall remit such payment to the Purchaser no later than five (5) Business Days prior to the date such Straddle Tax Return is due. The Purchaser shall deliver a copy of such any Straddle Period Tax Return to the Sellers for their review at least thirty (30) days Business Days prior to the due date for filing on which such Straddle Period Tax Return (including valid extensions) together with a statement setting forth is required to be filed. If either Seller disputes any item on such Tax Return, it shall notify the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect Purchaser of such Straddle Period Tax Returndisputed item or items and the basis for such objection. Seller The parties shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve act in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any such dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period on which the relevant Tax ReturnReturn is required to be filed. The If the parties cannot resolve any disputed item, the item in question shall be resolved by the Arbitrating Accountant and the fees and expenses of the Independent Accounting Firm Arbitrating Accountant shall be shared borne equally between Seller by the Sellers, on the one hand, and Buyer. Each of Buyer and Seller shall reimburse the Purchaser, on the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Taxes due in respect of such Straddle Period Tax Return for which such first party is responsible pursuant to this Agreementhand.

Responsibility for Filing Tax Returns. (ai) Seller Parent shall, (at the Securities Holders’ cost and expense, which amounts shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect paid out of the Companies that are required to be filed in respect Securities Holders Representative Amount or out of a Pre-Closing Tax Periodthe Escrow Funds (if such amount is insufficient)), and shall pay all Taxes due with respect to such Tax Returns. (b) Buyer shall prepare prepare, or cause to be prepared all Pre-Closing Period Tax Returns required to be filed by or on behalf of each of the Company and file its Subsidiaries. All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company or the applicable Subsidiary (as the case may be), except as required by applicable Law. Parent shall deliver or cause to be filed when due delivered drafts of all other such Pre-Closing Period Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return Securities Holders Representative for its review at least thirty (30) days prior to the due date of any such Pre-Closing Period Tax Return (or as soon as reasonably practicable in the case of a Pre-Closing Period Tax Return that is due less than forty-five (45) days after the end of the applicable taxable period); provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to the Securities Holders Representative’s review and approval, which shall not be unreasonably withheld, conditioned or delayed. If Securities Holders Representative disputes any item on such Pre-Closing Period Tax Return, it shall notify Parent (by written notice within fifteen (15) days of receipt of such draft of such Pre-Closing Period Tax Return) of such disputed item (or items) and the basis for its objection. If the Securities Holders Representative does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Pre-Closing Period Tax Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 9.1(c). The Parent and the Securities Holders Representative shall act in good faith to resolve any dispute prior to the due date of any such Pre-Closing Period Tax Return. If the Parent and the Securities Holders Representative cannot resolve any disputed item, the item in question shall be resolved by the Accountants whose determination shall be final and conclusive for purposes of this Section 9.1(c). The fees and expenses of the Accountants shall be paid fifty percent (50%) by the Parent and fifty percent (50%) by the Securities Holders Representative (on behalf of the Securities Holders). If the Accountants are unable to resolve any such matter prior to the due date (including extensions, which will be sought as necessary) for filing any Tax Return reflecting any such disputed matter, then such Tax Return shall be timely filed by the appropriate Party on the basis proposed by Parent and shall thereafter be amended as necessary to reflect the Accountants’ decision. Parent shall timely file all such Pre-Closing Period Tax Returns. Parent shall pay all Pre-Closing Taxes due and payable in respect of all Pre-Closing Period Tax Returns of each of the Company and its Subsidiaries; provided, however, that Parent shall be entitled to reimbursement for all Pre-Closing Taxes paid by Parent and attributable to such Pre-Closing Tax Period Tax Returns from the Escrow Funds (and by the Securities Holders on the pro rata basis and in the order of priority provided in Section 10.2(a) if such amount is insufficient). (ii) Parent shall, at its expense, prepare and timely file, or cause to be prepared and timely filed, all Straddle Period Tax Returns required to be filed by each of the Company and its Subsidiaries. All Straddle Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company and its applicable Subsidiary, as the case may be, except as required by applicable Law. The Parent shall deliver or cause to be delivered drafts of all Straddle Period Tax Returns to the Securities Holders Representative for its review at least thirty (30) days prior to the due date of any such Straddle Period Tax Return (including valid extensionsor as soon as reasonably practicable in the case of a Straddle Period Tax Return that is due less than forty-five (45) together days after the end of the applicable taxable period) and shall notify the Securities Holders Representative of the Parent’s calculation of the Securities Holders’ share of the Taxes of the Company or such Subsidiary (as the case may be) for such Straddle Period (determined in accordance with a statement setting forth Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of the amount Securities Holders’ share of the Tax allocated liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to the Seller pursuant Securities Holders Representative’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Securities Holders Representative disputes any item on such Straddle Period Tax Return, it shall notify the Parent (by written notice within fifteen (15) days of receipt of such Straddle Period Tax Return and calculation) of such disputed item (or items) and the basis for its objection. If the Securities Holders Representative does not object by written notice within such period, such draft of such Straddle Period Tax Return and calculation of the Securities Holders’ share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 8.2 9.1(c). The Parent and the Securities Holders Representative shall negotiate in respect good faith to resolve any such dispute prior to the due date of such Straddle Period Tax Return. Seller shall have If the right to review such Straddle Period Tax Return Parent and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to Securities Holders Representative cannot resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changesdisputed item, then any disputed issues the item in question shall be immediately submitted to resolved by the Independent Accounting Firm to resolve in a Accountants, whose determination shall be final binding matter prior to the due date and conclusive for such Straddle Period Tax Returnpurposes of this Section 9.1(c). The fees and expenses of the Independent Accounting Firm Accountants shall be shared equally between Seller paid fifty percent (50%) by the Parent and Buyerfifty percent (50%) by the Securities Holders Representative (on behalf of the Securities Holders). Each of Buyer and Seller shall reimburse If the other party no later than ten (10) Business Days following Accountants are unable to resolve any such matter prior to the due date (including extensions, which will be sought as necessary) for filing any Tax Return reflecting any such disputed matter, then such Tax Return shall be timely filed by the appropriate Party on the basis proposed by the Parent and shall thereafter be amended as necessary to reflect the Accountants’ decision. Parent shall pay all Pre-Closing Taxes due and payable in respect of all Straddle Period Tax Return (taking into account any valid extensions thereof) Returns of each of the Company and its Subsidiaries; provided, however, that Parent shall be entitled to be filed reimbursement for all Pre-Closing Taxes paid by the other party for any Taxes due in respect of Parent and attributable to such Straddle Period Tax Return for which Returns from the Escrow Funds (and by the Securities Holders on the pro rata basis and in the order of priority provided in Section 10.2(a) if such first party amount is responsible pursuant to this Agreementinsufficient).