Common use of Responsibility for Filing Tax Returns Clause in Contracts

Responsibility for Filing Tax Returns. (i) Holder Representative shall prepare or cause to be prepared, and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due after the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issues.

Responsibility for Filing Tax Returns. (a) Prior to the Closing Date, the Seller shall prepare or cause to be prepared at its expense, all Tax Returns for each member of the Seller Consolidated Group and its member’s Affiliates that are due prior to the Closing Date. Following the Closing Date, Seller (i) Holder Representative shall prepare or cause to be prepared, at its own expense, all income Tax Returns for the Seller Consolidated Group with respect to Tax years that include the Closing Date and all other Tax Returns of the parties hereto Seller or of a member of the Seller Consolidated Group pertaining to the reporting of the Transactions (a “Pre-Closing Income Return” and each such Pre-Closing Income Return as prepared for each Acquired Company as if such Acquired Company filed separately from the Seller Consolidated Group, a “Pro Forma Return”), (ii) may cause to be prepared, at its own expense, amended Tax Returns for previous Tax years, and (iii) shall cooperate to timely file prepare or cause to be timely prepared, at its own expense, all Tax Returns required to be filed with respect to Transfer Taxes (taking into account any extensions validly obtainedthe Tax Returns in clauses (i), all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due after the Closing Date (the ii), and (iii) together, each, a “Pre-Closing Flow-Through Tax ReturnsReturn”). Each Pre-Closing Flow-Through Tax Return shall be prepared on and filed in a basis manner consistent with the last previous similar Tax Return prior practice, except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror Legal Requirements and promptly after filing each Pre-Closing Flow-Through Tax Return together with such additional information regarding Return, Seller shall deliver a copy of each such Pre-Closing FlowReturn (as filed) to Purchaser. Pursuant to Treasury Regulation Section 1.1502-Through 76(b)(1)(ii)(A), the Tax year of the Acquired Companies shall end for federal income tax purposes as of the close of business on the Closing Date and the Seller shall include the income of the Acquired Companies (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 Seller’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 Tax periods of the Acquired Companies ending on or before the Closing Date, the Seller shall cause the Acquired Companies to join the Seller’s consolidated federal income Tax Return as may be reasonably requested and, in jurisdictions requiring separate reporting from the Seller, to file separate company state and local income Tax Returns. The Purchaser shall prepare and file all Tax Returns of the Acquired Companies other than Pre-Closing Returns and Tax Returns with respect to Tax years that end on or before the Closing Date. The Acquired Companies shall not elect ratable allocation of any items pursuant to Treasury Regulation Section 1.1502-76(b)(2)(ii) (or any similar provision of state, local, or non-U.S. law). Additionally, the Acquired Companies shall make all filings and submissions and take any other actions required by Acquirorapplicable Legal Requirements to ensure that the Acquired Companies are at all times in compliance with the provisions of Section 4191 of the Code. (b) Seller shall provide Purchaser with a copy (at Seller’s option, either electronically in Microsoft Word, Microsoft Excel or Adobe Portable Document Format (pdf) format or hard copy) of drafts of (i) each Pre-Closing Income Return not later than twenty-four (24) days prior to the due date for reviewsuch return, comment (ii) each Pro Forma Return not later than thirty-four (34) days prior to the due date for the Tax Return to which the Pro Forma Return relates together with supporting schedules and approval (such approval workpapers, including those not required to be unreasonably withheldfiled with a Governmental Body and (iii) all other Pre-Closing Returns, conditioned or delayed) at least not later than forty-five (45) days prior to the filing due date for such return or the date on which such return will be filed, as applicable. With respect to each Pre-Closing Return provided by Seller to Purchaser pursuant to the preceding sentence, Seller will (a) cooperate, or cause the Seller Consolidated Group to cooperate, at its own expense, promptly with Purchaser’s review of each such return, including, but not limited to, discussing any provisions on the Pre-Closing Income Return as it relates to the Acquired Companies and any provisions on the Pro Forma Return, (b) in addition to the supporting schedules and workpapers provided pursuant to clause (ii) of the preceding sentence, promptly provide Purchaser with a copy (at Seller’s option, either electronically in Microsoft Word, Microsoft Excel or Adobe Portable Document Format (pdf) format or hard copy) of back-up documentation relating to such Pre-Closing Returns as is reasonably requested with particularity by Purchaser in light of the facts then known by Purchaser (for the avoidance of doubt, Seller shall not be obligated to respond to a general request for Tax Return work papers or back-up materials) and (c) upon Purchaser’s reasonable request, make available for Purchaser’s review, at Seller’s offices located near Boston, Massachusetts, during normal business hours the supporting schedules and workpapers relating to any Pre-Closing Return, including those not required to be filed with a Governmental Body. Purchaser shall review and comment on (x) each Pre-Closing Income Return as it relates to the Acquired Companies within ten (10) days from delivery to the Purchaser, (y) each Pro Forma Return within twenty (20) days from delivery to the Purchaser, and (z) each other Pre-Closing Return within thirty (30) days from delivery to the Purchaser (each such period, as applicable, the “Tax Review Period”). If the Purchaser does not submit comments within the applicable Tax Review Period, then the Purchaser will be deemed to have approved such Tax Return as prepared by the Seller Consolidated Group and the Seller Consolidated Group will file such Pre-Closing Return promptly following the expiration of the applicable Tax Review Period. If the Purchaser delivers comments to the Seller within the applicable Tax Review Period, then Seller shall make such changes to the applicable Tax Return as Purchaser may reasonably request. Notwithstanding anything to the contrary in this Section 6.3, if Seller makes any change to a Pre-Closing Return following delivery of such Pre-Closing Flow-Through Return to the Purchaser pursuant to this Section 6.3(b), then (i) the Seller shall provide the Purchaser with a revised copy of such Tax Return by the earlier of (or, if x) the date Seller determines in its reasonable discretion that there will be no further changes made to such due Tax Return and (y) the date the Tax Return is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith filed with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepareda Governmental Body, and timely file, or cause with respect to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Returns after making such change and (ii) a new Tax Review Period shall begin on the date that such Tax Return was delivered to Purchaser. In the event the Tax Review Period ends at any time after ten (10) days before the deadline to timely file such Tax Return (including all eligible extensions), then Seller shall have the right to timely file such Tax Return, so long as it agrees that it is legally able to file and will file an amended Tax Return, at its sole expense, to reflect any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar changes to such Tax Return except as required by that Purchaser may reasonably request within the applicable LawTax Review Period. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment Purchaser and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror Seller shall cooperate in use good faith efforts to resolve any dispute in connection with any of Purchaser’s comments pursuant to this Section 6.3(b), including meeting in person or telephonically, with (i) Purchaser and Purchaser’s representatives and (ii) the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issuesSeller Consolidated Group and Seller Consolidated Group’s representatives.

Responsibility for Filing Tax Returns. (i) Holder Representative shall prepare The Blocker Owners (or cause to be prepared, and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due after the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayedtheir designees) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, all Tax Returns for the Blocker Entities for all taxable periods ending on or before the Closing Date (each a “Pre-Closing Tax Return”) and timely filethe Parties agree that the Pre-Closing Tax Returns shall be prepared in a manner consistent with the Blocker Entities’ past practices. Parent shall cooperate with the Blocker Owners in filing such Pre-Closing Tax Returns, including causing the Blocker Entities to sign such returns. At least twenty (20) days prior to the date on which any Pre-Closing Tax Return is required to be filed (taking into account any valid extensions), the Blocker Owners shall submit such Pre-Closing Tax Return to Parent for Parent’s review. Parent shall provide written notice to the Blocker Owners of its disagreement with any items in such Pre-Closing Tax Return within ten (10) days of its receipt of such Pre-Closing Tax Return, and if Parent fails to provide such notice, such Pre-Closing Tax Return shall become final and binding upon the parties hereto, and Parent shall file such Pre-Closing Tax Return as prepared by the Blocker Owners. (ii) Parent (or its designee) shall prepare, or cause to be timely filedprepared, all Tax Returns of for the Company and its Subsidiaries Blocker Entities for all Straddle Periods (other than Pre-Closing Flow-Through “Straddle Period Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date”) and the Parties agree that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return Straddle Period Tax Returns shall be prepared on in a basis manner consistent with the last previous similar Tax Return except as required by applicable LawBlocker Entities’ past practices. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to At least twenty (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (4520) days prior to the filing date on which any Straddle Period Tax Return is required to be filed (taking into account any valid extensions), Parent shall submit such Straddle Period Tax Returns to the Blocker Owners for the Blocker Owner’s review. The Blocker Owners shall provide written notice to Parent of its disagreement with any items in such Straddle Period Tax Return within ten (10) days of its receipt of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Straddle Period Tax Return, although and if the Company will have Blocker Owners fail to provide such notice, such Straddle Period Tax Return shall become final and binding upon the final decisions as to any issuesparties hereto.

Responsibility for Filing Tax Returns. (i) Holder The Sellers' Representative shall prepare or cause to be prepared, prepared and present to the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), Company for filing all Flow-Through Tax Returns for Pre-Closing Tax Periods of the Company that are due after the Closing Date for Taxable periods that end on or before the Closing Date. Any expenses incurred by the Buyer in preparation of said Tax Returns shall be borne by the Holders and at the Buyer's sole option (subject to Section 9.2(f)) satisfied by a claim against the “Pre-Closing Flow-Through Tax Returns”)Escrow Amount as an adjustment to the Merger Consideration. Each Pre-Closing Flow-Through such Tax Return shall be prepared on a basis consistent with delivered to the last previous similar Buyer no later than fifteen (15) Business Days prior to filing or the due date of such Tax Return except as required by applicable Law; Return, whichever is sooner (provided, however, to that in the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period case of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through a Tax Return together with due within 30 days after the Closing, such additional information regarding such Pre-Closing Flow-Through Tax Return return shall be delivered as may be reasonably requested by Acquiror, soon as practical) for review, Buyer's comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days review. The Sellers' Representative shall incorporate any reasonable comments made by Buyer prior to the filing of such Pre-Closing Flow-Through Tax Return (orReturn. In the event there is a disagreement as to whether revisions requested by Buyer should be included in any such Tax Return, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Sellers' Representative and Buyer shall cooperate attempt in good faith with Acquiror in resolving any issues Acquiror identifies with to resolve such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”)disagreement. (ii) Acquiror The Buyer shall prepare, prepare or caused to be prepared and file or cause to be prepared, and timely file, or cause to be timely filed, filed all Straddle Period Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”)Company. Each Acquiror Prepared such Tax Return shall be prepared on delivered to the Sellers' Representative no later than fifteen (15) Business Days prior to filing or the due date of such Tax Return, whichever is sooner (provided, however, that in the case of a basis consistent with the last previous similar Tax Return except due within thirty (30) days after the Closing, such return shall be delivered as required by applicable Lawsoon as practical) for the Sellers' Representative's review and comment. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund The Buyer shall incorporate any reasonable comments made by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days Sellers' Representative prior to the filing of such Acquiror Prepared Tax Return. In the event there is a disagreement as to whether revisions requested by Buyer should be included in any such Tax Return, the Sellers' Representative and Buyer shall attempt in good faith to resolve such disagreement. The Buyer and the Sellers' Representative shall consult and cooperate as to any elections to be made on Tax Returns of the Company for periods ending on or before 11:59 p.m. on the Closing Date. Except as otherwise required by applicable Legal Requirements, the Tax Returns described in this Section 7.1(b) shall be prepared in a manner consistent with the prior practice of the Company. (iii) In the event there is a disagreement as to whether revisions to a Tax Return requested by a reviewing party should be included in any such Return that cannot be resolved between the Sellers' Representative and Buyer, such dispute shall be submitted to and resolved by the accounting firm mutually selected by the Sellers' Representative and Buyer (orthe “Independent Accountant”). The decision of the Independent Accountant shall be final. Notwithstanding the above, if the party who has the primary responsibility for preparing and filing a Tax Return under this Section 7.1(b) shall be entitled to file any such Tax Return by its due date is within 60 days following or at any time thereafter. In the event such Tax Return does not reflect resolution of the disagreement (whether resolved by Sellers' Representative and Buyer together or by the Independent Accountant), such Tax Return shall be amended as necessary to conform with the resolution of the disagreement. The fees and costs of the Independent Accountant in connection with any dispute under this Section 7.1(b) shall be split equally between the Holders, on the one hand, and the Buyer on the other hand. (iv) At all times after the Closing Date, as promptly as practicable following at least five (5) Business Days prior to the Closing Datedate any Tax Return is due, the Holders shall remit (subject to Section 9.2(f). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although ) to the Company will any Tax payments shown as due and payable on such Tax Return required to be paid by the Holders pursuant to the terms of this Agreement. The Company shall pay any and all Taxes shown due and payable on such Tax Returns, subject to the indemnification provisions of Article IX, which indemnification provisions shall apply to the extent that payment for such Taxes have not been previously remitted by the final decisions as to any issuesHolders or offset against the Escrow Fund.

Responsibility for Filing Tax Returns. (i) Holder Representative shall Buyer will, at its own cost, prepare or cause to be prepared, and the parties hereto shall cooperate to timely file or cause to be timely filed filed, all Tax Returns for the Acquired 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 only if not filed prior to the Closing. Buyer will timely pay, or cause to be timely paid, any extensions validly obtained)amount shown as due on such Tax Returns, all Flow-Through provided that such payment will not void any of Seller's indemnification obligations pursuant to Article X. All such Tax Returns for that are with respect to Pre-Closing Tax Periods that are due after the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return shall will be prepared on in a basis manner consistent with the last previous similar Tax Return except as past custom and practice of the Acquired Companies, unless otherwise required by applicable Law; provided, howeverprovided that, to the maximum extent permitted by applicable Law, all Transaction Tax Deductions will be treated as properly allocable deducted on the income Tax Returns of the Company for the taxable period that ends on the Closing Date and the Company will make the safe harbor election under Revenue Procedure 2011-29. At least 30 days prior to the date on which each Tax Return is due, Buyer will submit a copy of such Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through or Straddle Period Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquirorto Seller for Seller to review and comment, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate consider in good faith any comments made by Seller. (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 Acquired 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 Acquired Companies under applicable state, local or foreign Law. The Acquired Companies will elect with Acquiror in resolving any issues Acquiror identifies with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Acquired Companies to the extent such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issueselection is permissible under applicable Law. The parties agree that the PreBuyer and its Affiliates and the Acquired Companies will not make an election under Treasury Regulation §1.1502-76(b)(2)(ii)(D) to ratably allocate items (or make any similar election or ratably allocate items under any corresponding provision of state, local or foreign Law). If applicable Law does not permit any Acquired Company to close its Tax period at the Closing Flow-Through Date, (A) the amount of Taxes or Tax Returns refunds that are based on or measured by income, receipts, sales or payroll allocable to the portion of such period ending at the Closing Date shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as be deemed equal to the “partnership representative” within amount that would be payable or received if the meaning of Section 6223(a) relevant taxable period ended at the end of the Code day on the Closing Date, determined on a closing of the books methodology at the Closing Date (and for such purpose the “Partnership Representative”)tax year of any Subsidiary of the Company that is a partnership or is organized outside of the United States shall also be deemed to end at the end of the day on the Closing Date) and (B) the amount of any other Taxes allocable to the portion of such period ending at the end of the day on the Closing Date shall be the amount of such Taxes or Tax refunds for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on and including the Closing Date and the denominator of which is the number of days in the entire period. Any allocation of income or deductions required to determine any Income Taxes relating to such period shall be taken into account as though the relevant taxable period ended at the end of the day on the Closing Date and by means of a closing of the books and records of the Acquired Company at the Closing date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending at the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. (iiiii) Acquiror shall prepare, Any refunds paid or cause credited to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate Acquired Companies with respect to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders property of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issuesBuyer.

Responsibility for Filing Tax Returns. (ia) Holder Representative Between the date of this Agreement and the Closing Date, the Company shall cause the Acquired Entities to prepare and file, or cause to be prepared and filed, on a timely basis, all Tax Returns that are required to be filed by each Acquired Entity prior to the Closing Date, all consistent with each such Acquired Entity’s past custom and practice (except to the extent otherwise required by Law), and shall timely pay all Taxes shown as due thereon. (b) As promptly as practicable following the Closing Date, each Acquired Entity, under the direction of the Stockholders’ Representative, shall prepare or cause to be preparedprepared (i) Tax Returns for any taxable periods of each such Acquired Entity ending prior to the Closing Date which have not been filed as of the Closing Date (“Unfiled Prior Year Returns”), (ii) Tax Returns for any taxable periods of each such Acquired Entity ending on the Closing Date (such period being a “Final Tax Year” and such returns being “Final Year Returns”; Unfiled Prior Year Returns and Final Year Returns being collectively the “Reviewable Returns”), all in accordance with each such Acquired Entity’s past custom and practice (except to the extent otherwise required by Law). The Stockholders’ Representative shall provide the Buyer with copies of all Reviewable Returns no later than thirty (30) days prior to their due date. Unless the Buyer, within fifteen (15) days after receipt of any Reviewable Return gives the Stockholders’ Representative a notice objecting to such Reviewable Return and specifying the basis for such objection and the amount in dispute, such Reviewable Return shall be considered accepted and binding upon the Buyer and the Stockholders’ Representative. If within such fifteen (15) day period, the Buyer gives the Stockholders’ Representative such a notice of objection, and any disagreement is not resolved by the parties hereto Buyer and the Stockholders’ Representative within five (5) days thereafter, the dispute shall cooperate be resolved by negotiation or submission to timely file the Arbitrating Accountants. Within three (3) Business Days after a Reviewable Return becomes final (either through resolution of any disputes and modification of the applicable Reviewable Return to reflect such resolution or at the expiration of the period for the Buyer Stockholders’ Representative to object if no objection is made), the Stockholders’ Representative shall pay to the Buyer any unpaid Tax Liability shown thereon. (c) The Buyer and the Surviving Corporation shall prepare and file, or cause to be prepared and filed, on a timely filed (taking into account any extensions validly obtained)basis, all Flow-Through Tax Returns for Pre-Closing Tax Periods the Acquired Entities with respect to taxable periods of the Acquired Entities that are due begin before and end after the Closing Date (the “Pre-Closing Flow-Through Straddle Tax Periods” and all such Tax Returns, “Straddle Period Returns”). Each Pre-Closing Flow-Through Tax Return All such Straddle Period Returns shall be prepared on a basis consistent with each such Acquired Entity’s past custom and practice (except to the last previous similar Tax Return except as extent otherwise required by applicable Law; provided, however, to ). The Buyer shall provide the maximum extent permitted by applicable Law, Stockholders’ Representative with copies of all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Straddle Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval Returns no later than thirty (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (4530) days prior to their due date, accompanied by a calculation (the filing “Stub Period Calculation”) of such Pre-Closing Flow-Through the Tax Return liability of the Acquired Entities attributable to the portion of the Straddle Tax Period (or, if such due date is within 60 days following the “Stub Period”) ending on the Closing Date, determined in accordance with Section 10.3. Unless the Stockholders’ Representative, within fifteen (15) days after receipt of any Straddle Period Return or Stub Period Calculation, gives the Buyer a notice objecting to such Straddle Period Return or Stub Period Calculation and specifying the basis for such objection and the amount in dispute, the Straddle Period Return or Stub Period Calculation, as promptly as practicable following the Closing Datecase may be, shall be considered accepted and binding upon the Buyer and the Stockholders’ Representative. If within such fifteen (15) day period, the Stockholders’ Representative gives the Buyer such a notice of objection, and any disagreement is not resolved by the Buyer and the Stockholders’ Representative within five (5) days thereafter, the dispute shall be resolved by negotiation or submission to the Arbitrating Accountants. Within three (3) Business Days after a Straddle Period Return or Stub Period Calculation becomes final (either through resolution of any disputes and modification of the applicable Straddle Period Return or Stub Period Calculation to reflect such resolution or at the expiration of the period for the Stockholders’ Representative to object if no objection is made). Holder , the Stockholders’ Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide pay to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against Buyer any unpaid Tax Liability for the Indemnity Escrow Fund by Stub Period shown on the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issuesapplicable Stub Period Calculation.

Responsibility for Filing Tax Returns. (i) Holder Representative shall Parent will prepare or cause to be prepared, and the parties hereto shall cooperate to timely file or cause to be timely filed as soon as reasonably practicable, all Tax Returns for the Surviving Corporation and each of its Subsidiaries with respect to each Pre-Closing Tax Period that have not been filed as of or on the Closing Date and all Tax Returns for all Straddle Periods of the Surviving Corporation and each of its Subsidiaries. All such Tax Returns will be prepared in a manner consistent with the past custom and practice of the Company and its Subsidiaries, unless there is no applicable past practice, or as otherwise required by a change in 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 due date (taking into account any extensions validly obtained), all Flow-Through applicable extensions) of each Tax Returns for Return with respect to any Pre-Closing Tax Periods that are due after Period or Straddle Period, Parent will submit such Tax Return to the Closing Date (Stakeholder Representative to provide the “Pre-Closing Flow-Through Stakeholder Representative with an opportunity to comment on such Tax Returns”)Return. Each Pre-Closing Flow-Through If Parent agrees to all comments on a Tax Return provided by the Stakeholder Representative pursuant to the previous sentence, then such Tax Return shall be prepared on filed consistent with such comments. If Parent does not agree to one or more of such comments, then Parent and the Stakeholder Representative shall attempt to resolve their disagreement in good faith; but if Parent and the Stakeholder Representative are unable to reach agreement as to such Tax Return within 10 days after the applicable comments were provided by the Stakeholder Representative to Parent, then the dispute (a basis “Tax Return Dispute”) shall be submitted to the Accounting Firm for resolution in a manner consistent with Section 2.06(d) (substituting the words “Tax Return” for “Closing Statement”). If the Accounting Firm renders its decision prior to the due date (taking into account any applicable extensions) for such Tax Return, then such Tax Return shall be filed consistent with the last previous similar determination of the Accounting Firm as soon as is reasonably practicable. If a Tax Return except as required Dispute is not resolved prior to the due date (taking into account any applicable extensions) for the applicable Tax Return, then, such Tax Return shall be filed in the form directed by applicable Law; providedParent on or prior to such due date, howeverand upon resolution of the Tax Return Dispute by the Accounting Firm, to the maximum extent permitted by applicable Lawthe Tax Return so filed is inconsistent with the determination of the Accounting Firm, an amended Tax Return shall be filed as soon as practicable after the Accounting Firm renders its decision and in a manner consistent with the determination of the Accounting Firm. The party that loses such Tax Return Dispute shall bear the costs of the Accounting Firm, consistent with the principles of Section 2.06(d). (ii) Parent, the Stakeholder Representative and the Company agree that all Transaction Tax Deductions will be treated as properly allocable for all purposes of this Agreement (including without limitation Sections 10.01(b)(i) and 10.01(b)(ii) and including without limitation for purposes of calculating any Tax assets and any Tax liabilities taken into account in Net Working Capital) to Pre-Closing Tax Periods (including without limitation the pre-Closing portion of Straddle Periods). Parent will include all Transaction Tax Deductions in the Tax Returns of the Company and its Subsidiaries, as applicable, for any Pre-Closing Tax Period that ends on, or prior to, the Closing Date to the extent permitted by law, or alternatively to the Straddle Period Tax Return for the Tax period that includes the Closing Date. For the portion of the Companyday of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Parent will cause the Company and its Subsidiaries to carry on their business only in the ordinary course in the same manner as heretofore conducted. Holder Representative The Company and its Subsidiaries, as applicable, will provide elect with each relevant Taxing Authority to Acquiror each treat for all purposes the Closing Date as the last day of a taxable period of the Company and its Subsidiaries, as applicable, to the extent permitted under applicable law. For all purposes of this Agreement and, to the extent permitted by law, all income tax purposes, the income of the Company and its Subsidiaries for tax years ending on and including the Closing Date will be allocated based on an interim closing of the books on the Closing Date. (iii) The Stakeholder Representative, Parent, Merger Sub and the Company and its Subsidiaries, as applicable, consent and agree that the Surviving Corporation and its Subsidiaries, as appropriate, will elect to carry back any net operating loss for any Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, Period or for review, comment and approval (such approval not any Straddle Period to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior taxable years to the fullest extent permitted by law (using any available short-form or accelerated procedures and filing of such Pre-Closing Flow-Through amended Tax Return (or, if such due date is within 60 days following Returns to the Closing Date, extent necessary so as to obtain any Transaction Tax Benefit or Tax Refund described in Section 10.01(b) as promptly as practicable following possible), and Parent and the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax ReturnSurviving Corporation and/or their Subsidiaries, although the Holder Representative as applicable, will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, timely prepare and timely file, or cause to be timely prepared and timely filed, all Tax Returns simultaneously with or as soon as practicable following the filing of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Return for the Pre-Closing Tax Period from which such net operating loss is to be carried back, any claim for refund resulting from such carryback as part of the preparation and filing of the Tax Returns described in Section 10.01(a)(i) (including any taxable period that includes but ends after and the Closing DateStakeholder Representative will have the review and comment and dispute resolution rights described in the last sentence of Section 10.01(a)(i)). (iv) and that are first due after The Surviving Corporation shall make a closing-of-the-books election under Section 1.382-6(b) of the Treasury Regulations to close its books as of the Closing Date (for purposes of Section 382 of the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issuesCode.

Responsibility for Filing Tax Returns. (ia) Holder Representative The Sellers shall prepare or cause to be preparedprepared the Tax Returns for HPM, ENM, the Company and each of the Subsidiaries for all Pre-Closing Tax Periods. The Agent shall prepare or cause to be prepared all Tax Returns of HPM for Pre-Closing Tax Periods, and the parties hereto ENM Agent shall cooperate prepare or cause to timely be prepared all Tax Returns of ENM for Pre-Closing Tax Periods. The Parent shall prepare or cause to be prepared and file or cause to be timely filed all Tax Returns for HPM, ENM, the Company and each of the Subsidiaries that are not described in the preceding two sentences. All Tax Returns described in this Section 8.3(a) shall be prepared consistently with past practice, unless past practice was clearly either unreasonable or contrary to law. (b) Each party that has the right to review a Tax Return pursuant to this Article 8 shall be referred to herein as the “Reviewing Party”. Each party who prepares (or for whom is prepared) any Tax Return shall be referred to herein as the “Preparing Party”. Each Reviewing Party shall have the right to review and comment on any Tax Return prepared by or on behalf of a Preparing Party that might reasonably be expected to affect the Taxes payable by the Reviewing Party (or for which such Reviewing Party might have an indemnification obligation under this Agreement), including, but not limited to Tax Returns for Straddle Periods. The Preparing Party shall submit a copy of any such Tax Return to the Reviewing Party not less than fifteen (15) days before the date on which such Tax Return is due to be filed (taking into account including valid extensions of time to file). The Reviewing Party shall have ten (10) days in which to convey its comments to the Preparing Party. Failure of the Reviewing Party to convey comments in a timely manner shall not deprive the Reviewing Party of any extensions validly obtainedrights that it may have under this Agreement or applicable law. The parties shall endeavor in good faith to resolve any differences that they may have regarding such Tax Return. The Preparing Party shall not be obligated to follow the directions of the Reviewing Party with respect to such Tax Return, subject to Section 8.3(d) hereof. (c) With respect to Tax Returns filed by the Parent pursuant to Section 8.3(a), all Flow-Through Tax Returns the Sellers shall pay to (or as directed by) the Parent their respective shares of any Taxes for Pre-Closing Tax Periods that are due Periods, and such payments shall be made in each applicable case by the later of (a) fifteen (15) days after the Closing Date date the Parent notifies the Sellers of an amount of such Taxes that is payable and (b) five (5) days prior to the “Pre-Closing Flow-Through due date for paying such amount of Taxes to the relevant Tax Returns”)authority. Each Pre-Closing Flow-Through Any payment by the Sellers shall be without prejudice to their right to recover from the Parent any amounts that the Sellers may pay to the Parent in excess of their liability hereunder. (d) The Parent shall not file any amended Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the for any Pre-Closing Tax Period of or Straddle Period without the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquirorconsent, for review, comment and approval (such approval which consent shall not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to of the Agent, in the case of the Company, the Subsidiaries and HPM, and the ENM Agent, in the case of ENM. In addition, the Parent shall not file a Tax Return for any period if the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following might reasonably be expected to increase the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving liability for Taxes of any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to Seller for any Pre-Closing Tax Period (including any taxable period that includes but ends after under this Agreement or otherwise), without the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return consent, which consent shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to of the filing Agent, in the case of such Acquiror Prepared Return (orthe Company, if such due date is within 60 days following the Closing DateSubsidiaries and HPM, as promptly as practicable following and the Closing Date). Acquiror shall cooperate ENM Agent, in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issuescase of ENM.

Responsibility for Filing Tax Returns. (i) Holder Representative Seller will be responsible for preparing and filing, or causing to be prepared and filed, (A) all Tax Returns of any Company Group Member for all Taxable periods ending on or prior to the Closing Date that are due to be filed on or prior to the Closing Date and (B) all Combined Tax Returns. With respect to any Tax Return described in clause (A) that are income Tax Returns of any Company Group Member (“Seller Prepared Tax Returns”), such Seller Prepared Tax Returns shall prepare be prepared in a manner consistent with past practice, except as otherwise required by applicable Law. No later than 30 days prior to the due date for such Tax Return (or as soon as reasonably practicable prior to the Closing Date if the Closing Date is within 30 days as of the date hereof), Seller will provide, or cause to be preparedprovided, and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account Buyer with a draft of any extensions validly obtained), all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due after the Closing Date (the “Pre-Closing Flow-Through such Seller Prepared Tax Returns”). Each Pre-Closing Flow-Through Buyer will have the right to review and comment on any such Seller Prepared Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable LawReturn; provided, however, that Seller will not be required to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period request an extension of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, time for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return and Seller will have the right to file such Seller Prepared Tax Return even if Buyer has not completed its review of such Tax Return. If Buyer disputes any items shown on any such Seller Prepared Tax Return, Buyer will notify Seller within 10 days after receiving such Seller Prepared Tax Return (or, or if such due date is Seller Prepared Tax Return was received within 60 10 days following of the Closing Date, as promptly soon as reasonable practicable following prior to the Closing Date). Holder Representative shall cooperate Seller and Buyer will negotiate in good faith with Acquiror in resolving and use commercially reasonable efforts to resolve any issues Acquiror identifies with disputed items. Seller shall timely file, or shall cause to be timely filed, any such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Seller Prepared Tax Returns with the appropriate Governmental Entity and shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ timely pay, or cause to be paid, such Taxes reported as the “partnership representative” within the meaning of Section 6223(adue and payable on any such Seller Prepared Tax Returns (and any other Tax Return described in clause (A) of the Code (the “Partnership Representative”hereof). (ii) Acquiror shall prepareBuyer will, at its own expense, prepare or cause to be prepared, prepared and timely file, or cause to be timely filed, all Tax Returns of any Company Group Member (including any successors thereof) that have not yet been filed and are required to be filed after the Closing Date. Subject to Section 6.8(c), Buyer will be reimbursed by Seller for any Taxes owed by any Company and its Subsidiaries Group Member (other than including any successors thereof) with respect to any Tax Returns for any Pre-Closing Flow-Through Tax ReturnsPeriod, within 15 days after receipt by Seller of a notice from Buyer stating that payment by Buyer or any Company Group Member (including any successors thereof) of such Taxes has been made, except to the extent such Taxes were specifically included as a liability in Company Indebtedness or Net Working Capital in the Final Closing Statement. (iii) For purposes of determining the amount of Taxes included in Net Working Capital, Company Indebtedness, Seller Taxes and this Section 6.8(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of such Tax that relates to the portion of such Taxable period ending on the Closing Date will (A) in the case of any Taxes other than Taxes based upon or related to income, gain or receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (B) in the case of any Tax based upon or related to income, gain or receipts (including income Taxes and sales and use Taxes), be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date; provided, that (x) exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) that relate are actually available to be utilized will be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law, (y) any Transaction Tax Deductions for a Straddle Period will be allocated to the portion of the Straddle Period ending on the Closing Date to the extent permitted under applicable Law and (z) the portion of any Tax that is allocable to the pre-Closing portion of any Straddle Period for purposes of this Section 6.8(b) shall include any Taxes attributable to any amount required to be included under Section 951 of the Code or Section 951A of the Code by Buyer or any of its Affiliates, assuming the Taxable year of the applicable Company Group Member were deemed to end on the Closing Date to the extent such amount (A) is attributable to the income, earnings and profits or property of such Company Group Member and (B) would be allocable to any Pre-Closing Tax Period (including any taxable period that includes but ends after if the Closing Date) and that are first due after Taxable year of each such entity ended on day prior to the Closing Date (the determined on a “Acquiror Prepared Returns”with and without” basis). Each Acquiror Prepared Return Any credits or estimated Tax payments relating to a Straddle Period will be taken into account as though the relevant Taxable period ended on the Closing Date. (iv) All Tax Returns filed by any Person with respect to the Transactions shall be prepared on filed in a basis manner consistent with the last previous similar Intended Tax Return except as Treatment, unless otherwise required by applicable Law. Acquiror will provide to a “determination” under Section 1313(a) of the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issuesCode.

Responsibility for Filing Tax Returns. (i) Holder Representative Seller shall prepare (or cause to be prepared, ) and the parties hereto shall cooperate to timely file (or cause to be timely filed (taking into account any extensions validly obtained), filed) all Flow-Through Tax Returns for of the applicable Company with respect to the Pre-Closing Tax Periods Period and unless included in the calculation of the Purchase Price shall pay any Taxes due in respect of any Pre-Closing Tax Period, including without limitation, any sales or uses Taxes that may become owing in connection with the Wisconsin Sales and Use Tax Audit described on Section 4.08(d) of the Company Disclosure Schedules. Seller shall be entitled to refunds (whether by payment, credit or offset) of Taxes with respect to Pre-Closing Tax Periods. (ii) Buyer will prepare (or cause to be prepared) and timely file (or cause to be timely filed) all Tax Returns for the Company that have not yet been filed as of the Closing Date. The Company will not waive any carryback of any net operating loss, capital loss or credit on any such Tax Return. With respect to Tax Returns that are required to be filed by or with respect to the Company for a Straddle Period (“Straddle Returns”), such Straddle Returns shall be prepared in a manner consistent with past practice (unless otherwise required by law), and Seller shall be responsible for Taxes due in respect of that portion of such Straddle Periods as ends on the applicable Closing Date (“Straddle Pre-Closing Taxes”). Buyer shall notify Seller of any amounts due from Seller in respect of any Straddle Return no later than ten (10) business days prior to the date on which such Straddle Return has been finalized (as described in this paragraph) and is due, or as soon as reasonably practicable in the case of Expedited Returns, and Seller shall remit such payment to Buyer no more than five (5) business days following receipt of such notice, or as soon as reasonably practicable in the case of Expedited Returns,. Buyer shall deliver or cause to be delivered any Straddle Return to Seller for its review at least thirty (30) days prior to the date on which such Tax Return is required to be filed. If Seller disputes any item on such Tax Return, it shall notify Buyer of such disputed item (or items) and the basis for their objection. The Parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Seller and Buyer (the “Independent Accountants”) and will be filed as prepared by Buyer if the disputed matter is not resolved before the due day for the Tax Return, and shall later be amended if necessary to conform with the determinations of the Independent Accountant. The fees and expenses of such Independent Accountants shall be borne equally by Seller and the Company. Seller shall be entitled to any refund of Straddle Pre-Closing Taxes. For purposes of this Section 7.09(a), in the case of any Taxes of the Company that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends on the Closing Date shall (i) in the case of Taxes that are based upon or related to income or receipts or imposed on a transactional basis, be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of other Taxes, be allocated pro rata per day between the period ending on the Closing Date and the period beginning after the Closing Date Date. (iii) With respect to the “Pre-Closing Flow-Through preparation of Tax Returns”). Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, Buyer and Seller agree that all Transaction Tax Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that extent incurred during the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”)Period. (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issues.

Responsibility for Filing Tax Returns. (a) Seller will prepare all Tax Returns for Seller’s Choice for all taxable periods ending on or prior to the Closing Date. (b) Buyer shall prepare and timely file all Tax Returns of Seller’s Choice for all taxable periods that include but do not end on the Closing Date (such period a “Straddle Period”) filed after the Closing Date (the “Straddle Period Returns”). All such Straddle Period Returns shall be prepared and filed in a manner consistent with the past practice unless otherwise required by applicable law. The Buyer shall deliver drafts of each Straddle Period Tax Return and Buyer’s calculation of the Seller’s share of such Taxes with respect to each Straddle Period Tax Return (determined in accordance with Section 8.01(b)(iv) to the Seller for its review and approval at least thirty (30) days prior to the due date of such Straddle Period Tax Return. If the Seller disputes any item on such Straddle Period Tax Return and/or the calculation of the Seller’s share of liability for such Straddle Period, it shall notify the Buyer (by written notice within fifteen (15) days of receipt of such draft of such Straddle Period Tax Return) of such disputed item (or items) and the basis for its objection. If the Seller does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Straddle Period Tax Return, and the Buyer’s calculation of the Seller’s share of the Taxes shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 8. Prior to the Due Date for such Tax Return, the Seller shall pay to the Buyer any Taxes allocated to the portion of the Straddle Period ending on and including the Closing Date. (i) Holder Representative shall prepare or cause to be prepared, and the parties The Parties hereto shall cooperate provide each other with such reasonable cooperation and information as any of them reasonably may request of another in filing any Tax Return or conducting any audit, investigation or other proceeding in respect of Taxes. Each such party will make its representatives available on a mutually convenient basis to timely file provide explanations of any documents or cause information provided hereunder. Each such party will make available all Tax Returns, schedules and work papers and all other records or documents relating to be timely filed (taking into account Tax matters of Seller’s Choice in their possession or control, including audit reports received from any extensions validly obtained)Tax authority relating to any Tax Return of Seller’s Choice, all Flow-Through until the expiration of the statute of limitations of the respective Tax periods to which such Tax Returns and other documents relate. (ii) The Parties hereto, to the extent required or permitted by applicable law, will treat the Closing Date as the last day of the taxable period of Seller’s Choice for Pre-all Tax purposes. (iii) Whenever it may be necessary to allocate Taxes arising in a Straddle Period: 1. except as provided in clause (ii) below, the allocation of such Taxes between the taxable period ending on or prior to the Closing Tax Periods Date and with respect to any Straddle Period that are due after portion of the Straddle Period ending on the Closing Date (the “Pre-Closing FlowTax Period”) and the taxable period ending after the Closing Date and with respect to any Straddle Period that portion of the Straddle Period beginning on the day after the Closing Date (the “Post-Through Closing Tax ReturnsPeriod”)) shall be made on the basis of an interim closing of the books as of the end of the Closing Date; and 2. Each in the case of any Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, or any real property, personal property or similar ad valorem Taxes that are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period. However, any such Taxes attributable to any property that was owned by Seller’s Choice at some point in the Pre-Closing Flow-Through Tax Return Period, but is not owned as of the Closing Date, shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable allocated entirely to the Pre-Closing Tax Period Period. (iv) After the Closing Date, Buyer and Seller respectively, shall inform the other party in writing of the Companycommencement of any claim, audit, investigation, examination, or other proceeding or self-assessment relating in whole or in part to Taxes (“Tax Contest”) for which Buyer may be entitled to indemnification from the Seller, or Seller may be entitled to indemnification from the Buyer, under this Agreement; provided, however, that one party’s failure to give such notice shall not relieve the other parties of their indemnification obligations hereunder except to the extent such other parties are actually and materially prejudiced thereby. Holder Representative will provide Seller shall have the right to Acquiror each represent the interests of Seller’s Choice in all Tax Contests that relate exclusively to a Pre-Closing Flow-Through Tax Return together Period (a “Seller Tax Contest”); provided, however, that (i) Seller shall keep Buyer reasonably informed and consult in good faith with Buyer with respect to any issue relating to such additional information regarding Tax Contest (and Buyer, at its own expense, will be permitted to attend meetings with taxing authorities) and (ii) Seller shall timely provide Buyer with copies of all relevant correspondence, notices and other written materials received from any taxing authorities and shall otherwise keep Buyer advised of significant developments in such Pre-Closing Flow-Through Tax Return as may be reasonably requested by AcquirorContest and of significant communications involving representatives of the taxing authorities. Seller shall not agree or consent to compromise or settle any Tax Contest without the Buyer’s prior written consent, for review, comment and approval (such approval which consent will not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative Buyer shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as right to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, control all Tax Returns of the Company and its Subsidiaries Contests (other than Pre-Closing Flow-Through a Seller Tax Returns) that relate Contest which Seller chooses to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”control). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide ; provided, however, that, to the Holder Representative each Acquiror Prepared Return extent that any such Tax Contest could reasonably be expected to give rise result in a Tax indemnification liability of the Seller pursuant to this Agreement, (Ai) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be Buyer shall keep Seller reasonably requested by the Holder Representative, for review, comment informed and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate consult in good faith with the Holder Representative in resolving any issues the Holder Representative identifies Seller with such Acquiror Prepared Return, although the Company will have the final decisions as respect to any issuesissue relating to such Tax Contest.

Responsibility for Filing Tax Returns. (i) Holder The Seller Representative shall prepare or cause to be prepared, prepared and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), all Flow-Through Tax Returns for Pre-the Company and its Subsidiaries with respect to any taxable period ending prior to or on the Closing Tax Periods that are due Date required to be filed after the Closing Date (the “Pre-Closing Flow-Through Seller Tax Returns”). Each Pre-Closing Flow-Through The Seller Representative shall (a) prepare any Seller Tax Return shall be prepared on in a basis manner consistent with the last previous similar Company’s or the applicable Subsidiary’s past practices, (b) provide Purchaser with completed drafts of any Seller Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, Returns for review, Purchaser’s review and comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five twenty (4520) days prior to the due date for filing thereof (other than in the case of such Pre-Closing Flow-Through a Tax Return in respect of GST which shall be provided at least five (or, if such 5) days prior to the due date is within 60 days following the Closing Datefor filing thereof), as promptly as practicable following the Closing Date). Holder Representative shall cooperate and (c) consider in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, changes reasonably and timely file, or cause requested by Purchaser to be timely filed, all Tax Returns the extent such changes are consistent with the prior practice of the Company and its Subsidiaries (other than Pre-Closing Flow-Through and permitted by applicable Tax Law. Purchaser and the Seller Representative will attempt in reasonable good faith to resolve any disagreements regarding such Seller Tax Returns prior to the due date for filing. To the extent that Purchaser and the Seller Representative are unable to reach an agreement regarding any such Tax Returns, the dispute will be submitted to the Independent Accounting Firm for resolution, with the costs of the Independent Accounting Firm borne equally by Purchaser, on the one hand, and the Seller Representative, on the other hand. The Seller Representative shall file all Seller Tax Returns consistent with any resolution determined by the Independent Accounting Firm. If the Independent Accounting Firm is unable to resolve any dispute prior to the due date for the filing of the applicable Seller Tax Return, then (i) the Seller Representative may cause the Company and its Subsidiaries to file such Seller Tax Return as prepared by the Seller Representative and (ii) if the Independent Accounting Firm subsequently determines that relate such Tax Return should be amended, the Seller Representative shall cause the Company and its Subsidiaries to file an amended Tax Return reflecting the resolution of the Independent Accounting Firm. Except to the extent taken into account as a Liability in the calculation of Final Net Working Capital or in the calculation of the Final Debt Amount or the Final Company Transaction Expenses, or otherwise taken into account hereunder in a manner reducing the Final Purchase Price, the Seller Representative (on behalf of the Sellers) shall timely pay or cause to be timely paid in full to the appropriate Governmental Body all Taxes due under any Seller Tax Return and shall promptly submit to Purchaser proof of such payment. Notwithstanding anything to the contrary herein, the Parties agree that to the extent permitted under applicable Tax Law, arising in connection with the transactions contemplated by this Agreement, and economically borne by the Sellers, all deductions relating to Company Transaction Expenses and the repayment of Indebtedness shall be reflected on the Seller Tax Returns. (ii) Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries with respect to any Pre-Closing Tax Straddle Period (including any taxable period that includes but ends after the Closing Date) and that are first due filed after the Closing Date (the “Acquiror Prepared Purchaser Tax Returns”). Each Acquiror Prepared Return Purchaser shall be prepared on a basis consistent (a) provide the Seller Representative with the last previous similar completed drafts of any Purchaser Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, Sellers’ review and comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five twenty (4520) days prior to the due date for filing thereof (other than in the case of a Tax Return in respect of GST which shall be provided at least five (5) days prior to the due date for filing thereof), and (b) consider in good faith changes reasonably and timely requested by the Seller Representative to the extent such changes are consistent with the prior practice of the Company and its Subsidiaries and permitted by applicable Tax Law. Purchaser and the Seller Representative will attempt in reasonable good faith to resolve any disagreements regarding such Purchaser Tax Returns prior to the due date for filing. To the extent that Purchaser and the Seller Representative are unable to reach an agreement regarding any such Tax Returns, the dispute will be submitted to the Independent Accounting Firm for resolution, with the costs of the Independent Accounting Firm borne equally by Purchaser, on the one hand, and the Seller Representative, on the other hand. Purchaser shall file all Purchaser Tax Returns consistent with any resolution determined by the Independent Accounting Firm. If the Independent Accounting Firm is unable to resolve any dispute prior to the due date for the filing of the applicable Purchaser Tax Return, then (i) Purchaser may cause the Company and its Subsidiaries to file such Acquiror Prepared Purchaser Tax Return as prepared by Purchaser and (orii) if the Independent Accounting Firm subsequently determines that such Tax Return should be amended, if such Purchaser shall cause the Company and its Subsidiaries to file an amended Tax Return reflecting the resolution of the Independent Accounting Firm. Except to the extent taken into account as a Liability in the calculation of Final Net Working Capital or in the calculation of the Final Debt Amount or the Final Company Transaction Expenses, or otherwise taken into account hereunder in a manner reducing the Final Purchase Price, the Seller Representative (on behalf of the Sellers) shall advance to Purchaser any Taxes reflected on any Purchaser Tax Return allocable to the portion of the Straddle Period ending on the Closing Date determined in accordance with Section 7.3(a) no later than two (2) days prior to the due date is within 60 days following for payment of such Taxes. Any amount due to the Purchaser under this Section 7.3(b)(ii) shall be treated as an adjustment to the Final Purchase Price for Tax purposes unless otherwise required by applicable Tax Law. Notwithstanding anything to the contrary herein, the Parties agree that to the extent permitted under applicable Law, arising in connection with the transactions contemplated by this Agreement, and economically borne by the Sellers, all deductions relating to Company Transaction Expenses and the repayment of Indebtedness shall be allocable to the portion of the Straddle Period ending on the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issues.

Responsibility for Filing Tax Returns. (i) Holder Between the date hereof and the Closing Date, the Representative shall, or shall cause each of the Acquired Companies to, prepare and file, on a timely basis, all Tax Returns for any Pre-Closing Tax Period that are required to be filed by such Acquired Company (taking account of extensions) prior to the Closing Date and shall cause the Acquired Companies to timely pay all Taxes required to be paid by the Acquired Companies with respect thereto. If any such Tax Return relates to Income Taxes of the Company, the Representative shall submit a draft of each such Tax Return to Buyer for Buyer’s review prior to filing, and the Representative shall incorporate any reasonable comments provided by Buyer in writing within five (5) days after the date of receipt by Buyer of such draft Tax Return. (ii) The Representative shall, at the Sellers’ expense, prepare or cause to be prepared, prepared and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), all Flow-Through Tax Returns of the Acquired Companies for all Pre-Closing Tax Periods ending on or prior to the Closing Date (including, for the avoidance of doubt, the final partnership income Tax Returns of the Company with respect to the period ending on the Closing Date) that are due after the Closing Date Date. All such Tax Returns shall (A) to the extent permitted by Law (under not less than a “more likely than not” standard), report the Transaction Deductions in a Pre-Closing Tax Period, and (B) except as otherwise provided in Section 6.03(a)(iv) and except as otherwise required by Law, be filed in accordance with the prior positions and practices of the Acquired Companies. The Representative shall provide Buyer drafts of such Flow-Through Tax Returns (along with supporting workpapers) at least thirty (30) days prior to the due date of such Flow-Through Tax Returns (including extensions) for Buyer’s review and comment. Within twenty (20) days after the date of receipt by Buyer of such Flow-Through Tax Return, Buyer shall deliver to the Representative its comments in writing to such Flow-Through Tax Return, if any, and the Representative shall reflect any reasonable comments provided by Buyer. To the extent such Tax Returns are legally required to be filed by any of the Acquired Companies or Buyer, Buyer shall, or shall cause, such Tax Returns to be timely filed as prepared by the Representative. (iii) Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed all Flow-Through Tax Returns of the Acquired Companies for any Straddle Period (the “Pre-Closing Flow-Through Buyer Tax Returns”). Each All Buyer Tax Returns shall (A) to the extent permitted by Law (under not less than a “more likely than not” standard) report the Transaction Deductions in a Pre-Closing Tax Period, and (B) except as otherwise provided in Section 6.03(a)(iv) and except as otherwise required by Law, be filed in accordance with the prior positions and practices of the Acquired Companies. Buyer shall provide a draft of each Buyer Tax Returns (along with supporting workpapers) to the Representative at least thirty (30) days prior to the due date of such Flow-Through Tax Return Returns (including extensions) for the Representative’s review and comment. Within twenty (20) days after the date of receipt by the Representative of such Buyer Tax Return, the Representative shall be prepared deliver to Buyer its comments in writing to such Buyer Tax Return, if any, and Buyer shall reflect any reasonable comments provided by the Representative. (iv) For all purposes under this Agreement: (A) to the extent permitted by Law, the taxable period of each Acquired Company shall end on the Closing Date (and with respect any Acquired Company that is treated as a basis consistent with the last previous similar partnership for applicable income Tax purposes, any Buyer Tax Return except as required by applicable Law; provided, however, of such Acquired Company shall apply the interim closing method and the calendar day convention set forth under Treasury Regulations Section 1.706-4); (B) to the maximum extent permitted by applicable Law, all Indebtedness paid pursuant to this Agreement and all Transaction Deductions will shall be treated as properly “extraordinary items” that are allocable to the period ending on the Closing Date (and Buyer agrees not to take (and not to permit any of the Acquired Companies to take) any position in any Tax Return, proceeding, audit or otherwise that is inconsistent with such treatment); (C) in the case of any Straddle Period: (x) the amount of any Taxes based on or measured by income or receipts, sales or use taxes, employment taxes, or withholding taxes of such Person for the pre-Closing portion of such period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership, other pass through entity or any non-U.S. entity in which such Person holds a beneficial interest shall be deemed to terminate at such time) and (y) the amount of any other Taxes of such Person for a Straddle Period that relates to the pre-Closing portion of such 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 the Closing Date and the denominator of which is the number of days in such Straddle Period. Any Taxes resulting from transactions occurring on the Closing Date but after the Closing (other than transactions contemplated by this Agreement) shall be allocated to the period that begins after the Closing Date. (D) the Company shall make an election on each applicable Tax Return under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any fees that are success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f), and that such deduction shall be allocated to the Pre-Closing Tax Period of Period; and (E) the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as be appointed the “partnership representative” within the meaning of Section 6223(a) 6223 of the Code (and any similar provision of applicable Tax Law) and shall designate any “designated individual” permitted under Treasury Regulations Section 301.6223-1 or similar provision of applicable Tax Law with respect to any period ending on or before the “Partnership Representative”)Closing Date. (iiF) Acquiror shall prepare, or cause Any Tax consequences attributable to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return Restructuring shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide allocated to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following period ending on the Closing Date, as promptly as practicable following and the Closing Date). Acquiror shall cooperate parties to this Agreement agree not to take (or to permit any other Person to take) any position on any Tax Return, in good faith with the Holder Representative in resolving any issues the Holder Representative identifies proceeding or audit, or otherwise that is inconsistent with such Acquiror Prepared Return, although the Company will have the final decisions as to any issuestreatment.

Responsibility for Filing Tax Returns. (iA) Holder The Representative shall prepare or cause to be prepared, and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained)filed, all Flow-Through federal, state and local income Tax Returns for Pre-Closing Tax Periods that are due after the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, Company and its Subsidiaries and for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for periods ending on or before the Closing Date the due date of which is after the Closing Date (“Representative Returns”). Buyer shall prepare and timely file all Tax Returns of the Company, any Subsidiary of the Company and ▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ for periods that include the “partnership representative” within Closing Date (other than the meaning Representative Returns) the due date of Section 6223(a) of which is after the Code Closing Date (the “Partnership RepresentativeBuyer Representative Returns”). (iiB) Acquiror HEP shall prepare, prepare or cause to be prepared, and timely file, file or cause to be timely filed, all federal, state and local income Tax Returns for the HEP Blocker for periods ending on or before the Closing Date the due date of which is after the Closing Date (“HEP Returns”). Buyer shall prepare and timely file all Tax Returns of the Company and its Subsidiaries HEP Blocker for periods that include the Closing Date (other than Pre-Closing Flow-Through Tax the HEP Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due date of which is after the Closing Date (the “Acquiror Prepared Buyer HEP Returns”). (C) Siguler shall prepare or cause to be prepared, and timely file or cause to be timely filed, all federal, state and local income Tax Returns for the Siguler Blocker for periods ending on or before the Closing Date the due date of which is after the Closing Date (“Siguler Returns” and together with the Representative Returns and the HEP Returns, the “Seller Returns”). Each Acquiror Prepared Return Buyer shall prepare and timely file all Tax Returns of the Siguler Blocker for periods that include the Closing Date (other than the Siguler Returns) the due date of which is after the Closing Date (the “Buyer Siguler Returns” and together with the Buyer Representative Returns and the Buyer HEP Returns, the “Buyer Returns”). (D) The preparation and filing of the Seller Returns and the Buyer Returns shall be prepared done on a basis consistent with the last previous similar Tax Return past practice of the respective entities, except as otherwise required by applicable Lawlaw. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for reviewHEP and Siguler, comment and approval (as the case may be, shall submit each Seller Return which such approval not entity is required to be unreasonably withheld, conditioned or delayed) prepare to Buyer at least forty-five thirty (4530) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following (taking into account any extensions) and Buyer shall have the Closing Dateright to review and comment on such Tax Returns and Representative, HEP and Siguler, as promptly as practicable following the Closing Date). Acquiror case may be, shall cooperate in good faith reflect such comments from Buyer on such Seller Returns to the extent such comments are not inconsistent with the Holder standard set forth in the previous sentence and are in accordance with applicable law. At least thirty (30) days prior to the due date (taking into account any extensions), Buyer shall submit (i) each Buyer Representative in resolving any issues Return to the Holder Representative identifies with such Acquiror Prepared ReturnRepresentative, although (ii) each Buyer HEP Return to HEP, and (iii) each Buyer Siguler Return to Siguler, and the Company will Representative, HEP and Siguler, as the case may be, shall have the final decisions right to review and comment on such Buyer Return and Buyer shall reflect such comments from the Representative, HEP and Siguler, as the case may be, on such Buyer Return to any issuesthe extent such comments are not inconsistent with the standard set forth in the second previous sentence and are in accordance with applicable law.

Responsibility for Filing Tax Returns. (i) Holder Representative The Sellers’ Representative, at its sole cost and expense, shall prepare or cause to be prepared, and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due after the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Prefor income Taxes that are imposed on a “flow-Closing Flow-Through Tax Returns) that relate to through” basis for any Pre-Closing Tax Period Tax, including, for the avoidance of doubt, any Final Partnership Income Tax Return (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (collectively, the “Acquiror Seller Prepared Returns”), and Specified Tax Matters, and the Sellers shall pay, in each case, all Taxes owed with respect to such Seller Prepared Returns. The Seller Prepared Returns shall be prepared and timely filed in a manner consistent with past practice except to the extent otherwise required by applicable Law. (ii) Buyer, at its sole cost and expense, shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Surviving Company and each of its Subsidiaries (other than the Seller Prepared Returns and Specified Tax Matters) for all Pre-Closing Tax Periods and all Straddle Periods (collectively, the “Buyer Prepared Returns”). Each Acquiror The Buyer Prepared Return Returns shall be prepared on and timely filed in a basis manner consistent with past practice except to the last previous similar Tax Return except as extent otherwise required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to At least fifteen (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (4515) days prior to the filing due date of such Acquiror any Buyer Prepared Return (ortaking into account any applicable extensions), if Buyer shall provide a draft of such due date Buyer Prepared Return (other than a Buyer Prepared Tax Return relating to sales, use, payroll or other Taxes that is within 60 days following required to be filed contemporaneously with, or promptly after, the Closing Dateclose of a Tax Period, as promptly as practicable following the Closing Date). Acquiror for which a copy shall cooperate in good faith with the Holder be delivered to Sellers’ Representative in resolving any issues the Holder Representative identifies contemporaneously with such Acquiror filing), together with all supporting documentation and workpapers, to the Sellers’ Representative for review and comment. Buyer shall incorporate all reasonable comments that are timely received from Sellers’ Representative with respect to such Buyer Prepared Return, although and Buyer will cause such Buyer Prepared Return to be timely filed and will provide a copy thereof to Sellers’ Representative within 10 days of filing such Buyer Prepared Return. Not later than five days prior to the Company will have the final decisions as due date for payment of Taxes with respect to any issuesBuyer Prepared Return, the Sellers’ Representative shall pay, on behalf of the Sellers, to the Buyer the amount of any Seller Taxes with respect to such Buyer Prepared Return.

Responsibility for Filing Tax Returns. (ia) Holder Representative The Company shall prepare and file, or cause to be preparedprepared and filed, on a timely basis, all Tax Returns that are required to be filed by each Acquired Entity which are due on or prior to the Closing Date. The Company shall cause the Acquired Entities to pay on a timely basis all Taxes shown as due on such Tax Returns. (b) The Buyer and the parties hereto Surviving Corporation shall cooperate to timely file prepare and file, or cause to be timely filed (taking into account any extensions validly obtained)prepared and filed, all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due after required to be filed by each Acquired Entity for any Tax period which ends on or prior to the Closing Date (the “Pre-Closing Flow-Through Tax Returns”)) that are filed after the Closing Date. Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except Except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period Returns shall be prepared consistent with each such Acquired Entity’s past custom and practice. Buyer shall provide the Stockholders’ Representative with a copy of the Company. Holder Representative will provide to Acquiror each any Pre-Closing Flow-Through Tax Return together with at least twenty (20) Business Days prior to the date such additional information regarding Tax Return is due for the Stockholders’ Representative’s review. Buyer shall make revisions to any such Pre-Closing Flow-Through Tax Return as may be is reasonably requested by Acquirorthe Stockholders’ Representative. In the event there is a disagreement as to whether revisions requested by the Stockholders’ Representative should be included in any such Tax Return, for review, comment and approval (such approval not to the disagreement shall be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior submitted to the filing Arbitrating Accountants for resolution (the expenses of such which shall be shared in a manner similarly to that set forth in Section 2.4(c)). Buyer and the Surviving Corporation shall file all Pre-Closing Flow-Through Tax Return Returns as finally prepared (orincluding the resolution of the Arbitrating Accountants, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”applicable). (iic) Acquiror The Buyer and the Surviving Corporation shall prepare, or cause to be prepared, prepare and timely file, or cause to be timely prepared and filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through that are required to be filed by each Acquired Entity for any Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after which begins on or before the Closing Date) Date and that are first due ends after the Closing Date (each such period, a “Straddle Tax Period,” and the Tax Returns related thereto, “Acquiror Prepared Straddle Period Returns”). Each Acquiror Prepared Return Except as required by Law, all Straddle Period Returns shall be prepared on a basis consistent with each such Acquired Entity’s past custom and practice. Buyer shall provide the last previous similar Tax Stockholders’ Representative with a copy of any Straddle Period Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to at least twenty (A20) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of Business Days prior to the Effective Time, together with date such additional information regarding Tax Return is due for the Stockholders’ Representative’s review. Buyer shall make revisions to any such Acquiror Prepared Straddle Period Return as may be is reasonably requested by the Holder Stockholders’ Representative. In the event there is a disagreement as to whether revisions requested by the Stockholders’ Representative should be included in any such Tax Return, for review, comment and approval (such approval not to the disagreement shall be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior submitted to the filing Arbitrating Accountants for resolution (the expenses of such Acquiror Prepared Return which shall be shared in a manner similarly to that set forth in Section 2.4(c)). Buyer and the Surviving Corporation shall file all Straddle Period Returns as finally prepared (orincluding the resolution of the Arbitrating Accountants, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Dateapplicable). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issues.

Responsibility for Filing Tax Returns. (i) Holder The Sellers’ Representative shall prepare or cause to be prepared, prepared and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), all Flow-Through income Tax Returns of the Company for all Pre-Closing Tax Periods other than a Tax Return that are due after includes the Closing Date Surviving Company and Parent (the or any member of Parent’s affiliated group) (“Pre-Closing Flow-Through Income Tax Returns”). Each The Sellers’ Representative shall provide Parent with a reasonable opportunity to review and comment on each such Pre-Closing Flow-Through Income Tax Return and such Pre-Closing Income Tax Returns shall be subject to Parent’s approval, not to be unreasonably delayed, conditioned, or withheld. Parent shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns of the Company that are filed after the Closing Date. To the extent such Tax Returns related to a Pre-Closing Tax Period, Parent shall provide the Sellers’ Representative with a copy of all such Pre-Closing Tax Period Tax Returns at least thirty (30) days before the due date for filing such Tax Returns. Any such Tax Returns shared with Sellers’ Representative may be reformatted, redacted, or otherwise altered in content and presentation to ensure only Company information is included and no information of any other member of Parent’s affiliated group is provided. The Sellers’ Representative shall provide comments and suggested changes for all Pre-Closing Tax Period Tax Returns to Parent at least fifteen (15) days prior to the due date for such Tax Returns, such Pre-Closing Tax Period Tax Returns shall be subject to Sellers’ Representative’s approval, not to be unreasonably delayed, conditioned, or withheld. All Tax Returns relating, in whole or in part, to any Pre-Closing Tax Period shall be prepared on a basis consistent with the last previous similar Tax Return except as past practice of the Company, unless otherwise required by applicable Law; provided, however, to Tax law. The Sellers’ Representative shall pay Parent for the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable amount of Tax on any Pre-Closing Tax Period Tax Return and Straddle Period Tax Return allocated to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) hereunder at least forty-five (455) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issues.

Responsibility for Filing Tax Returns. (i) Holder Representative The Members shall prepare or cause to be preparedprepared and timely filed all Tax Returns of the Company for any taxable periods which end on or before the Closing Date (including the final federal, state, and local partnership Tax Returns of the parties hereto shall cooperate to timely file or cause Company for the tax period ending on the Closing Date), which are required to be timely filed after the Closing Date, in a manner consistent with past practice of the Company and (in any event) applicable Law, provided that, the Members shall submit a draft of such Tax Returns to Buyer at least 30 days prior to the due date (with extensions) of such Tax Return and if, within five Business Days of Buyer’s receipt of such draft, Buyer notifies the Members of Buyer’s disagreement with such draft, then the Members shall either incorporate Buyer’s comments to such Tax Return prior to its filing or promptly notify Buyer of the Members’ disagreement with such comments, in which (latter) case, the Parties shall submit such disagreement to the Neutral Accountant for resolution under the procedures of Section 1.3(c), mutatis mutandis; provided further that, if any such disagreement is not resolved in time for such Tax Return practicably to be modified before the due date (taking into account any extensions validly obtained)applicable extensions) of such Tax Return, all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due after then the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Members shall file such Tax Return shall be prepared on a basis consistent with (i) in the last previous similar Tax Return except as required by applicable Law; provided, howevermanner that the Members deem correct, to the maximum extent permitted such Tax Return is executed by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period a Member on behalf of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Company or, (ii) in the manner mutually agreed upon by Buyer and an accounting firm appointed by the Members, if such Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested requires the signature of any officer or agent of Buyer, or any officer or agent of the Company appointed by AcquirorBuyer, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior subject in either case to the filing of such Pre-Closing Flow-Through an amended Tax Return following (or, if such due date is within 60 days following and as necessary to comport with) the Closing Date, as promptly as practicable following foregoing resolution by the Closing Date)Neutral Accountant or Buyer and the Members. Holder Representative Buyer shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, prepare or cause to be prepared, and timely file, or cause to be timely filed, all other Tax Returns of for the Company required to be filed after the Closing Date. Each Member, jointly and its Subsidiaries (other than Pre-Closing Flow-Through severally, shall pay to Buyer, under Section 9.1(b), the amount of any Taxes due with or in respect of any Tax ReturnsReturn prepared under this Section 9.1(d) that to the extent such Taxes relate to any a Pre-Closing Tax Period (including Period, and Buyer shall pay the amount of any taxable period that includes but ends after the Closing Date) and that are first Taxes due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar or in respect of any Tax Return except as required by applicable Law. Acquiror will provide prepared under this Section 9.1(d) to the Holder Representative each Acquiror Prepared Return that could reasonably be expected extent such Taxes relate to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any a post-Closing Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Timeperiod, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Datedetermined under Section 9.1(c). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issues.

Responsibility for Filing Tax Returns. (i) Holder Representative The Seller, at its sole cost and expense, shall prepare prepare, or cause to be prepared, and shall timely file, or cause to be filed, any Tax Return of the parties hereto Target Companies due (after taking into account all appropriate extensions) on or before the Closing Date and any Income Tax Return of the Target Companies for any Pre-Closing Tax Period (the “Seller Prepared Returns”). Such Seller Prepared Returns shall cooperate be prepared on a basis consistent with existing procedures and practices and accounting methods, and, to the extent applicable, the conventions provided in Section 5.10(a)(v). At least thirty (30) days prior to the due date of any Seller Prepared Return due after the Closing Date, the Seller shall submit such Seller Prepared Return to the Purchaser for its review and approval, which approval shall not be unreasonably withheld, delayed or condition. Thereafter, the Purchaser shall cause the applicable Target Company to sign and timely file the Seller Prepared Return in the form agreed to by the Seller (ii) Any tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into among the Target Companies or with the Seller shall be terminated as of the Closing Date and after the Closing Date neither any Target Company nor the Purchaser shall be bound thereby or have any liability thereunder. (iii) The Purchaser, at the cost and expense of the applicable Target Company, shall timely prepare and file, or cause to be timely filed (taking into account any extensions validly obtained)prepared and filed, when due, all Flow-Through Tax Returns for Pre-Closing Tax Periods that are of the Target Companies due after the Closing Date (including all Straddle Period Tax Returns) other than Seller Prepared Returns (the “Pre-Closing Flow-Through Tax Purchaser Prepared Returns”). Each To the extent that a Purchaser Prepared Return relates to a Pre-Closing Flow-Through Tax Period or a Straddle Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the last previous similar Target Companies in effect as of the Closing Date, and, to the extent applicable, the conventions provided in Section 5.10(a)(v). At least ten (10) days prior to the due date of any such Purchaser Prepared Return that relates to a Pre-Closing Tax Period or Straddle Period and that shows an Indemnified Tax, the Purchaser shall provide a draft of such Tax Return except as required by applicable Lawto the Seller for the Seller’s review and comment. With respect to any such Purchaser Prepared Return, the Purchaser shall consider the Seller’s comments in good faith; provided, however, that Purchaser shall be required to incorporate Seller’s comments except to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable that (i) the draft of such Purchaser Prepared Return provided to the Pre-Closing Tax Period of Seller by the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be Purchaser was prepared on a basis consistent with the last previous similar Tax Return except as existing procedures, practices and accounting methods and any deviation was required by applicable Law. Acquiror will provide Law or (ii) they relate to a position for which the draft of any such Purchaser Prepared Return provided to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund Seller by the Indemnified Parties or Purchaser has substantial authority. At least three (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (453) days prior to the filing due date of such Acquiror any Purchaser Prepared Return (or, if such due date is within 60 days following after the Closing Date, the Seller shall pay to the Purchaser (for payment to the applicable Governmental Authority) the amount of any Indemnified Tax shown as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith due and payable with the Holder Representative in resolving any issues the Holder Representative identifies with respect to such Acquiror Prepared Tax Return, although the Company will have the final decisions as to any issues.

Responsibility for Filing Tax Returns. (i) Holder Representative Sellers shall prepare in a manner consistent with past practice and timely file any Pre-Closing Separate Return that is required by Applicable Law to be filed on or before the Closing Date and shall timely pay, or cause to be paid, to the relevant Taxing Authority the amount shown as due on such Pre-Closing Separate Return. (ii) In the case of any Pre-Closing Separate Return for Income Taxes that is required by Applicable Law to be filed after the Closing Date, Sellers shall prepare, or cause to be prepared, in a manner consistent with past practice such Pre-Closing Separate Return (except as otherwise required by Applicable Law) and deliver any such Pre-Closing Separate Return related to Income Taxes (or substantially completed drafts of such Pre-Closing Separate Returns) to Purchaser for review and comment at least 30 Business Days before it is due. Sellers shall consider in good faith Purchaser’s reasonable comments received by Sellers within 10 Business Days of Purchaser’s receipt of such Pre-Closing Separate Return in the parties hereto case of a Pre-Closing Separate Return for Income Taxes and, to the extent necessary, deliver an amended Pre-Closing Separate Return to Purchaser. Purchaser shall cooperate to timely file file, or cause to be timely filed (taking into account any extensions validly obtained)filed, all Flow-Through Tax Returns for such amended Pre-Closing Tax Periods Separate Return with the relevant Taxing Authority. In the case of any material Pre-Closing Separate Return that are due is not for Income Taxes and that is required by Applicable Law to be filed after the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return Date, Purchaser shall prepare, or cause to be prepared on prepared, in a basis manner consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding past practice such Pre-Closing FlowSeparate Return (except as otherwise required by Applicable Law) and deliver any such Pre-Through Tax Closing Separate Return as may be reasonably requested by Acquiror, (or substantially completed drafts of such Pre-Closing Separate Returns) to Sellers for review, review and comment within a reasonable period of time (and approval in any event no later than three (such approval 3) Business Days) before it is due. With Sellers’ consent (which consent shall not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior ), Purchaser shall file, or cause to the filing of be filed, such Pre-Closing Flow-Through Tax Separate Return (orwith the relevant Taxing Authority; provided, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative that in all cases Purchaser shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with be entitled to file such Pre-Closing Flow-Through Tax Return, although Separate Returns on or prior to the Holder Representative will have the final decisions as to date that they are due but shall amend any issues. The parties agree that the such Pre-Closing FlowSeparate Returns after they are filed if such amendment is reasonably requested by Sellers. All reasonable out-Through of-pocket expenses of Purchaser related to such amendment shall be paid by Sellers. (iii) Purchaser shall prepare, or cause to be prepared, in a manner consistent with past practice (except as otherwise required by applicable Law) all Tax Returns required to be filed by or with respect to each Acquired Company for any Straddle Period, other than a Tax Return with respect to a Seller Consolidated Group (the “Straddle Period Tax Returns”). Purchaser shall designate deliver any such Straddle Period Tax Return related to Income Taxes and any other such material Straddle Period Tax Return (or substantially completed drafts of such Straddle Period Tax Returns) to Sellers for review and comment (i) at least 30 Business Days before it is due in the case of a Straddle Period Tax Return for Income Taxes or (ii) within a reasonable period of time (and in any event no later than 3 Business Days) before it is due in the case of a material Straddle Period Tax Return (for Taxes other than Income Taxes). Purchaser shall consider in good ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as ’ reasonable comments relating to the “partnership representative” Pre-Closing Tax Period received by Purchaser within either (y) 10 Business Days after Sellers received such Straddle Period Tax Return from Purchaser in the meaning case of Section 6223(aa Straddle Period Tax Return for Income Taxes or (z) a reasonable period of time before it is due in the Code (case of a material Straddle Period Tax Return for Taxes other than Income Taxes, and, to the “Partnership Representative”). (ii) Acquiror extent necessary, deliver an amended Straddle Period Tax Return to Sellers. Purchaser shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all such amended Straddle Period Tax Returns Return with the relevant Taxing Authority; provided, that if Sellers and Purchaser are unable to resolve any dispute relating to the content of a Straddle Period Tax Return after Purchaser has considered Sellers’ comments in good faith, the item or items in dispute shall be resolved by the Accounting Arbitrator and the dispute resolution procedure of Section 2.5 shall govern. The costs, fees and expenses of the Company and Accounting Arbitrator shall be borne in the manner described in Section 2.5(c)(iii). If any dispute pursuant to this Section 5.12(a)(iii) is not resolved by the time the relevant Straddle Period Tax Return is due, Purchaser shall timely file such Straddle Period Tax Return in its Subsidiaries discretion, but any payments required pursuant to this Agreement with respect to such Straddle Period Tax Return shall be based on the final resolution of the dispute; provided, that Purchaser shall provide Sellers with a copy of any Straddle Period Tax Return not submitted to Seller for review pursuant to this Section 5.12(a)(iii) no later than ten (other than Pre-Closing Flow-Through 10) Business Days after filing such Straddle Period Tax ReturnsReturn. (iv) that relate to At least two Business Days before the due date of any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due Separate Return filed after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar or any Straddle Period Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although Sellers shall pay to Purchaser the Company will amount for which Sellers have the final decisions as an indemnification obligation pursuant to any issuesSection 8.3.

Responsibility for Filing Tax Returns. (i) Holder Shareholder Representative shall prepare or cause to be prepared, and the parties hereto shall cooperate to timely file or cause to be timely filed, in a manner consistent with past practice, (i) all Tax Returns of the Company required to be filed (taking into account any extensions validly obtained)applicable extension) on or before the Closing Date and (ii) the Company’s final S corporation income Tax Return for the year in which the Closing Date occurs, all Flow-Through even if such income Tax Returns for Pre-Closing Tax Periods that are Return is due after the Closing Date (the “Pre-Closing Flow-Through Date. Sellers shall pay all Taxes shown to be due on such Tax Returns”). Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Shareholder Representative will provide to Acquiror each Pre-Closing Flow-Through Buyer with a draft of any such Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, Buyer’s review and comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five twenty (4520) days prior to the filing earlier of such Pre-Closing Flow-Through Tax Return (or, if such the due date is within 60 days following thereof (giving effect to any extensions thereto) and the Closing Date, as promptly as practicable following the Closing Date). Holder date Shareholder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with intends to file such Pre-Closing Flow-Through Tax Return, although the Holder and Shareholder Representative will have the final decisions as reasonably consider incorporating any reasonable comments of Buyer to any issues. The parties agree that the Pre-Closing Flow-Through such Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”)Return. (ii) Acquiror shall prepare, Buyer will prepare or cause to be prepared, and timely file, or cause to be timely filed, all any Tax Returns Return of the Company and its Subsidiaries (other than Pre-with respect to any taxable periods ending before or on the Closing Flow-Through Tax ReturnsDate that is not described in Section 5.16(b)(i) that relate is due after the Closing Date. Buyer will provide Shareholder Representative with a draft of any such Tax Return that relates to any a Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) for Shareholder Representative’s review and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five twenty (4520) days prior to the filing earlier of the due date thereof (giving effect to any extensions thereto) and the date Buyer intends to file such Tax Return, and Buyer will accept and incorporate any reasonable comments of Shareholder Representative to any such Tax Return. Sellers shall pay to Buyer all Taxes due with respect to such Tax Return by the later to occur of (A) two (2) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Governmental Authority and (B) twenty (20) days after the date on which Shareholder Representative receives the draft of such Acquiror Prepared Tax Return. (iii) Buyer will prepare or cause to be prepared, and cause to be timely filed, any Tax Return of the Company with respect to a Straddle Period (ora “Straddle Period Tax Return”). Buyer will provide Shareholder Representative with a draft of any such Straddle Period Tax Return for Shareholder Representative’s review and comment at least twenty (20) days prior to the earlier of the due date thereof (giving effect to any extensions thereto) and the date Buyer intends to file such Straddle Period Tax Return, and Buyer will accept and incorporate any reasonable comments of Shareholder Representative to any such Straddle Period Tax Return, provided, that if such Straddle Period Tax Return is for a Buyer Tax Group, then Buyer is only required to provide Shareholder Representative with a copy of the portion of such Straddle Period Tax Return solely relating to the Company. Sellers shall pay to Buyer all Taxes due with respect to such Straddle Period Tax Return that are allocated to Sellers in accordance with Section 5.16(a) by the later to occur of (A) two (2) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Governmental Authority and (B) twenty (20) days after the date is within 60 days following on which Shareholder Representative receives the draft of such Tax Return. (iv) Except as specifically provided in Section 5.16(b)(ii) and (iii) and Section 5.16(h), neither Buyer nor any of its Affiliates shall (or after the Closing, shall cause or permit the Company to) file, amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Company with respect to any taxable period ending on or before the Closing DateDate without the prior written consent of Shareholder Representative, as promptly as practicable following which consent shall not be unreasonably withheld, delayed or conditioned. Sellers shall not cause the Company to engage in any transaction before the Closing Date). Acquiror shall cooperate or on the Closing Date that is outside the ordinary course of business (other than transactions contemplated in good faith with the Holder Representative this Agreement) that would result in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issuesincreased liability of Buyer for Taxes.

Responsibility for Filing Tax Returns. Subject to the other provisions of this Section 9.1, including the remaining provisions of this Section 9.1(b), Parent shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company that are filed after the Closing Date, including Tax Returns for any Straddle Period (i) Holder each such Tax Return a “Parent Prepared Return”); provided, however, the Members’ Representative shall prepare or cause to be prepared, at its sole cost, and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), all FlowPass-Through Tax Returns for Pre-Closing Tax Periods that are due after all taxable periods ending on or prior to the Closing Date Date, including (for the avoidance of doubt) the Company’s 2023 IRS Form 1065 and related 2023 state Pass-Through Tax Returns, (each, a “Pre-Closing FlowPass-Through Tax ReturnsReturn”). Each The Pre-Closing FlowPass-Through Tax Returns and the Parent ​ 4855-0363-3265.v2 Prepared Returns shall be prepared in a manner consistent with the past Tax practices of the Company, the Tax Treatment, the Merger Consideration Allocation (as finally determined hereunder) and the reporting of the Transaction Tax Deductions as specifically provided herein. Each Parent Prepared Return reporting any Tax for which any Member could be liable (including pursuant to the indemnity provisions of this Agreement) and each Pre-Closing Pass-Through Tax Return is referred to herein as a “Reviewable Return.” Each Reviewable Return shall be prepared on a basis consistent with delivered by the last previous similar Tax Return except as required by applicable Law; providedpreparing-Party (the Members’ Representative, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the case of Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing FlowPass-Through Tax Return, and the Parent, in the case of a Parent Prepared Return together with such additional information regarding such Pre(each, the “Preparing Party”)) to non-Closing Flowpreparing Party (as applicable, Parent or the Member’s Representative (each, the “Non-Through Tax Return as may be reasonably requested by Acquiror, Preparing Party”)) for review, the Non-Preparing Party’s review and comment and approval no later than thirty (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (4530) days prior to the filing of due date for such Pre-Closing Flow-Through return, and the Preparing Party will adopt (and update the relevant Tax Return (or, if for) all reasonable comments of Non-Preparing Party with respect to each such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Reviewable Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund extent such comments are delivered in writing by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior Non-Preparing Party to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) Preparing Party at least forty-five fifteen (4515) days prior to the filing due date for such return. If the Preparing-Party disputes any comments that the Non-Preparing Party provided in accordance with the foregoing provisions, the Preparing Party will provide prompt (but in no event less than two (2) days after delivery of the Non-Preparing Party’s comments) written notice to Non-Preparing Party of such Acquiror Prepared Return (orobjection, if such due date is within 60 days following and the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate Preparing Party and Non-Preparing Party will negotiate in good faith to resolve all such matters for a period of seven (7) days from the date on which such notice of objection is so provided. If any such matter(s) remain unresolved after such 7-day period, the Preparing Party and Non-Preparing Party shall submit such unresolved matter(s) to the Independent Accounting Firm (or such other nationally recognized tax accounting firm (the “Other Firm”) as mutually agreed to by Parent and the Members’ Representative, if the Independent Accounting Firm is unable or unwilling to resolve such matter) for resolution pursuant to procedures substantially similar to the procedures provided in Section 1.10(b)(iii), applied mutatis mutandis; provided, that the Independent Accounting Firm and (if applicable) the Other Firm shall be bound by and follow each specific agreement set forth herein with respect to Taxes (including the Tax Treatment, the Merger Consideration Allocation (as finally determined hereunder) and reporting of Transaction Tax Deductions). With respect to any dispute in respect of a Reviewable Return that is submitted to the Independent Accounting Firm or the Other Firm for resolution in accordance with the Holder Representative in resolving any issues foregoing provisions, if the Holder Representative identifies with applicable matter is not resolved by the due date (as permissibly extended) of such Acquiror Prepared Reviewable Return, although the Company Preparing Party will have be permitted to file such Tax Return as prepared by the Preparing Party (as updated for all matters not in dispute) by its extended due date and the Preparing Party will promptly amend such Tax Return to the extent necessary to ensure that the Tax Return (as so amended) is prepared and filed consistent with the final decisions determination of the Independent Accounting Firm or Other Firm, as to applicable. Notwithstanding the forgoing or any issues.other provision of this Agreement, no income Tax Return of Parent, or a consolidated income Tax Return for a consolidated group including Parent, shall be reviewable or require the consent of any Member before filing such Tax Return. ​ 4855-0363-3265.v2

Responsibility for Filing Tax Returns. (i) Holder The Seller’s Representative shall prepare shall, at its expense, prepare, or cause to be prepared, and the parties hereto shall cooperate to timely file file, or cause to be filed, on a timely filed basis all Tax Returns due before the Closing Date and all Pass-Through Tax Returns with respect to the Relevant Entities for taxable periods ending on or prior to the Closing Date which are first due (taking into account any extensions validly obtained), all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due applicable extensions) to be filed after the Closing Date (the a “Pre-Closing Flow-Through Tax ReturnsSeller Return”). Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, on a timely basis all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing FlowPass-Through Tax Returns required to be filed for the Relevant Entities for a Straddle Period, (collectively the “Buyer Return”). The Seller Returns and Buyer Returns are hereinafter referred to as “Applicable Tax Returns”. At least thirty (30) that relate days prior to any Pre-Closing the date on which such Applicable Tax Period Return is required to be filed (including any taxable period that includes but ends after taking into consideration applicable extensions), the Closing Date) and that are first due after the Closing Date Party preparing such Applicable Tax Returns (the “Acquiror Prepared ReturnsPreparing Party”). Each Acquiror Prepared Return ) shall be prepared on provide a basis consistent with the last previous similar copy of such Applicable Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to other Party (Athe “Reviewing Party”) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for its review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or); provided, however, if such due date Applicable Tax Return is required to be filed within 60 ninety (90) days following the Closing DateDate or end of the relevant taxable period, the Preparing Party will provide a copy of such Tax Applicable Tax Return to the Reviewing Party as soon as commercially reasonable. The Reviewing Party shall provide any comments to such Applicable Tax Returns within fifteen (15) days after the delivery of such Applicable Tax Returns. In connection with the Reviewing Party’s review, the Preparing Party will provide or cause to be provided promptly as practicable following to the Closing Date)Reviewing Party any information reasonably requested by the Reviewing Party. Acquiror If the Reviewing Party submits comments to the Preparing Party within such review period, the Preparing Party shall cooperate consider in good faith with and incorporate any reasonable comments from the Holder Representative in resolving any issues Reviewing Party. If the Holder Representative identifies with Reviewing Party does not submit comments within such Acquiror Prepared Returnreview period, although then the Company Reviewing Party will be deemed to have the final decisions as to any issuesapproved such Tax Returns.

Responsibility for Filing Tax Returns. (i) Holder Representative shall prepare or cause to be preparedThe Seller Representative, at the cost and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due after the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period expense of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to for any Pre-Closing Tax Period (including the “Seller Prepared Returns”). Such Seller Prepared Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods, and, to the extent applicable, the conventions provided in Section 5.9(a)(iv). The Seller Representative shall provide copies of such Seller Prepared Returns to Purchaser and its authorized representatives for review at least thirty (30) days prior to the filing thereof, and shall make such revisions to such Seller Prepared Returns as are reasonably requested by Purchaser. At least thirty (30) days prior to the due date of any taxable period that includes but ends after the Closing Date) and that are first Seller Prepared Return due after the Closing Date that needs to be signed by the Company or its Subsidiaries, the Seller Representative shall submit such Seller Prepared Return to the Purchaser and the Purchaser shall cause the Company or its Subsidiaries to sign and timely file the Seller Prepared Return in the form submitted by the Seller Representative. Equity Seller shall pay or cause to be paid all Taxes with respect to such periods and such Tax Returns (excluding any Taxes included in the Final WC Statement or in Transaction Expenses); provided, however, this sentence shall not affect the application of Section 5.9(g)(iii). (ii) The Purchaser, at its sole cost and expense, shall cause the Company and its Subsidiaries to prepare and timely file all Tax Returns of the Company and its Subsidiaries for all Post-Closing Tax Periods, including for such purposes, any Straddle Period (the “Acquiror Purchaser Prepared Returns”); provided Purchaser Prepared Returns shall exclude Form 1120S filled by or on behalf of the Equity Seller. Each Acquiror The Purchaser shall utilize (and cause the Company and each of its Subsidiaries to utilize) ▇▇▇▇▇ LLP to prepare the Tax Returns for any Straddle Period of the Company and its Subsidiaries. To the extent that a Purchaser Prepared Return relates to a Straddle Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the last previous similar Tax Return except Company and its Subsidiaries in effect as required of the Closing Date to the extent permitted by applicable Law. Acquiror will provide to law, using the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units same tax preparers as of were used prior to the Effective TimeClosing and, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by to the Holder Representativeextent applicable, for review, comment and approval the conventions provided in Section 5.9(a)(iv). At least thirty (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (4530) days prior to the filing due date of any Purchaser Prepared Return that relates to a Straddle Period, the Purchaser shall provide a draft of such Acquiror Tax Return to the Seller Representative for the Seller Representative’s review and comment. The Purchaser shall make such revisions to such Purchaser Prepared Returns as are reasonably requested by Seller Representative. (iii) Except as required by law, the Purchaser shall not, and shall not allow the Company or any of its Subsidiaries to, file or amend any Tax Return of the Company or its Subsidiaries for a Pre-Closing Tax Period or Straddle Period or otherwise initiate (oror otherwise participate in) any other Seller Approved Tax Matter without the prior written permission of the Seller Representative. (iv) The Purchaser and the Seller Representative agree with respect to certain Tax matters as follows: (A) That, if such due date is within 60 days following to the extent permitted by law, 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 Equity Seller’s IRS Form 1120S for the Tax year that includes the Closing Date, as promptly as practicable following . (B) That no election shall be made to waive the carry back of Tax credit incurred or realized in a Pre-Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although Tax Period by the Company will have or any of its Subsidiaries. (C) To treat any indemnification payments as adjustments to the final decisions as Purchase Price for all relevant Tax purposes. Unless otherwise required by a determination of a Governmental Authority that is final, the Purchaser shall not (and the Purchaser shall cause the Company and its Subsidiaries not to) file a Tax Return that is inconsistent with any agreement pursuant to this Section 5.9(a)(iv), and the Purchaser shall not (and the Purchaser shall cause the Company and its Subsidiaries not to take any issuesposition) during the course of any Tax Contest or other audit or proceedings that is inconsistent with any agreement pursuant to this Section 5.9(a)(iv).

Responsibility for Filing Tax Returns. (i) Holder Representative Seller (at the sole cost and expense of the Companies) shall prepare or cause to be prepared, prepared and the parties hereto shall cooperate to timely file or cause to be timely filed all Tax Returns for the Companies for any Pre-Closing Tax Period (other than a Straddle Period) (collectively, the “Company Returns”). All such Company Returns shall be prepared and filed in a manner consistent with the past practice of the Companies unless otherwise required by Applicable Law. Seller shall submit each of the Company Returns to Buyer at least thirty (30) days (in the case of an income Company Return and a reasonable amount of time in the case of other Company Returns) prior to the due date (taking into account any extensions validly obtained), extensions) and Buyer shall have the right to review and comment on such Company Returns for a period of fifteen (15) days (in the case of an income Company Return and a reasonable amount of time in the case of other Company Returns) and Seller shall consider in good faith all Flow-Through comments from Buyer on such Company Returns to the extent such comments are consistent with the standard set forth in the previous sentence. (ii) Buyer (at the sole cost and expense of Buyer) shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for Pre-Closing Tax Periods that are due after the Closing Date Companies for any Straddle Period (the “Pre-Closing Flow-Through Tax Buyer Returns”). Each Pre-Closing Flow-Through Tax Return All such Buyer Returns shall be prepared on and filed in a basis manner consistent with the last previous similar Tax Return except as past practice of the Companies, unless otherwise required by applicable Applicable Law; provided, however, . Buyer shall submit each of the Buyer Returns to Seller at least thirty (30) days (in the case of an income Buyer Return and a reasonable amount of time in the case of other Buyer Returns) prior to the maximum extent permitted by applicable Law, due date (taking into account any extensions) and Seller shall have the right to review and comment on such Buyer Returns for a period of fifteen (15) days (in the case of an income Buyer Return and a reasonable amount of time in the case of other Buyer Returns) and Buyer shall consider in good faith all Transaction Deductions will be treated as properly allocable comments from Seller on such Buyer Returns (or any amended Buyer Return if any comments to such Buyer Returns are not resolved prior to the due date taking into account extensions) to the extent such comments are consistent with the standard set forth in the previous sentence. (iii) Subject to Section 4.1(b), no amended Tax Returns for any Company for a Pre-Closing Tax Period or Straddle Period shall be filed without the prior written consent of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by AcquirorSeller, for review, comment and approval (such approval which consent shall not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). (ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for holders of Units as of prior to the Effective Time, together with such additional information regarding such Acquiror Prepared Return as may be reasonably requested by the Holder Representative, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Acquiror Prepared Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Acquiror shall cooperate in good faith with the Holder Representative in resolving any issues the Holder Representative identifies with such Acquiror Prepared Return, although the Company will have the final decisions as to any issues.