Common use of Responsibility for Filing Tax Returns Clause in Contracts

Responsibility for Filing Tax Returns. (i) The Seller and the Shareholder shall prepare, or cause to be prepared all Tax Returns of the Company for Tax periods ending on or before the Closing Date that are due after the Closing Date (collectively, the “Seller Prepared Tax Returns”). Each Seller Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. The Seller and/or the Shareholder shall provide a copy of such Seller Prepared Tax Return to the Buyer for review and comment at least 30 days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Tax Returns, and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Seller Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Seller Prepared Tax Return is required to be filed prior to the resolution of a dispute, the Seller Prepared Tax Return shall be filed as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company shall pay, and the Buyer shall cause the Company to pay, to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent required by applicable Law. (ii) Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company for any Straddle Period (the “Buyer Prepared Tax Returns”). Each Buyer Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. Buyer shall provide a copy of such Buyer Prepared Tax Return to the Seller and the Shareholder for review and comment at least thirty (30) days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Buyer Prepared Tax Returns, and Buyer shall consider in good faith any reasonable comments provided by Seller or the Shareholder on such Buyer Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Buyer Prepared Tax Return is required to be filed prior to the resolution of a dispute, the Tax Return shall be filed as determined by the Buyer and it shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall pay to Buyer all Taxes due and payable with a Buyer Prepared Tax Return for a Straddle Period that are allocated to the Pre-Closing Tax Period in accordance with Section 6.4(c) within two (2) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Tax Authority if and only to the extent that a liability for such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company, the Seller and/or Shareholder prior to the Closing Date.

Responsibility for Filing Tax Returns. (i) The Seller Stockholder Representative, at the cost and the Shareholder shall prepare, or cause to be prepared all Tax Returns of the Company for Tax periods ending on or before the Closing Date that are due after the Closing Date (collectively, the “Seller Prepared Tax Returns”). Each Seller Prepared Tax Return shall be prepared consistent with the past practices expense of the Company, as applicable, except as required by applicable Law. The Seller and/or the Shareholder shall provide a copy of such Seller Prepared Tax Return to the Buyer for review and comment at least 30 days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Tax Returns, and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Seller Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Seller Prepared Tax Return is required to be filed prior to the resolution of a dispute, the Seller Prepared Tax Return shall be filed as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company shall pay, and the Buyer shall cause the Company to pay, to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent required by applicable Law. (ii) Buyer 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 for any Straddle Pre-Closing Tax Period (the “Buyer Company Prepared Tax Returns”). Each Buyer Such Company Prepared Tax Return Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods, and, to the past practices of the Company, as extent applicable, except as required by applicable Lawthe conventions provided in Section 4.15(a)(iv). Buyer The Stockholder Representative shall use commercially reasonable efforts to provide a copy copies of such Buyer Company Prepared Tax Return Returns to the Seller Parent and the Shareholder its authorized representatives for review and comment at least thirty (30) days prior to the filing thereof, and shall make such revisions to such Company Prepared Returns as are reasonably requested by Parent at least ten (10 10) days in prior to the case of a non-income Tax Returnfiling due date with respect thereto. At least thirty (30) days prior to the due date for filing of any Company Prepared Return due after the Closing Date that needs to be signed by the Company or its Subsidiaries, the Stockholder Representative shall submit such Buyer Company Prepared Tax Returns, Return to Parent and Buyer Parent shall consider cause the Company or its Subsidiaries to sign and timely file the Company Prepared Return in good faith any reasonable comments provided the form submitted by Seller or the Shareholder on such Buyer Prepared Tax ReturnStockholder Representative. The Seller, the Shareholder, and Buyer Company Stockholders shall work in good faith pay or cause to resolve any disputes be paid all Taxes with respect to such periods and such Tax Returns (excluding any Buyer Prepared Tax Returns. If Taxes included in the Parties are unable Final WC Statement or in Transaction Expenses); provided, however, that in lieu of receiving payment from the Company Stockholders Parent may in its sole discretion elect to resolve a dispute, then offset an amount equal to such dispute shall be submitted amount from the amount owed by Parent pursuant to the Independent Accounting Firm Note. (ii) Parent, at its sole cost and expense, shall cause the Company and its Subsidiaries to resolve prepare and timely file all Tax Returns of the Company and its Subsidiaries for all Post-Closing Tax Periods, including for such dispute in a manner consistent with purposes, any Straddle Period (the procedures for resolving disputed items set forth in Section 2.6(b). If a Buyer “Parent Prepared Tax Return is required Returns”) provided Parent Prepared Returns shall exclude Form 1120 to be filed prior by or on behalf of the Company for its final tax period before entering the consolidated group of Parent. Parent shall utilize (and cause the Company and each of its Subsidiaries to utilize) mutually agreed accounting firm to prepare the resolution Tax Returns for any Straddle Period of the Company and its Subsidiaries. To the extent that a disputeParent Prepared Return relates to a Straddle Period, the such Tax Return shall be filed prepared on a basis consistent with existing procedures and practices and accounting methods of the Company and its Subsidiaries in effect as determined by of the Buyer and it shall be promptly amended if and Closing Date to the extent permitted by applicable law, using the same tax preparers as were used prior to the Closing and, to the extent applicable, the conventions provided in Section 4.15(a)(iv). At least thirty (30) days prior to the due date of any Parent Prepared Return that relates to a Straddle Period, Parent shall provide a draft of such Tax Return to the Stockholder Representative for the Stockholder Representative’s review and comment. Parent shall make such revisions to such Parent Prepared Returns as are reasonably requested by Stockholder Representative at least ten (10) days prior to the filing due date with respect thereto. (iii) Except as required to reflect by law, Parent shall not, and shall not allow the final resolution Company or any of its Subsidiaries to, file or amend any Tax Return of the dispute. The Seller and/or the Shareholder shall pay to Buyer all Taxes due and payable with a Buyer Prepared Tax Return Company or its Subsidiaries for a Straddle Period that are allocated to the Pre-Closing Tax Period or Straddle Period or otherwise initiate (or otherwise participate in) any other Company Approved Tax Matter without the prior written permission of the Stockholder Representative. (iv) Parent and the Stockholder Representative agree with respect to certain Tax matters as follows: (A) That no election shall be made to waive the carry back of Tax credit incurred or realized in accordance with Section 6.4(ca Pre-Closing Tax Period by the Company or any of its Subsidiaries; and (B) within two (2) Business Days before payment of Taxes (including estimated Taxes) is due To treat any indemnification payments as adjustments to the applicable Merger Consideration for all relevant Tax purposes. Unless otherwise required by a determination of a Governmental Authority if that is final, Parent shall not (and only Parent shall cause the Company and its Subsidiaries not to) file a Tax Return that is inconsistent with any agreement pursuant to this Section 4.15(a)(iv), and Parent shall not (and Parent shall cause the extent Company and its Subsidiaries not to) take any position during the course of any Tax Contest or other audit or proceedings that a liability for such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company, the Seller and/or Shareholder prior is inconsistent with any agreement pursuant to the Closing Datethis Section 4.15(a)(iv).

Responsibility for Filing Tax Returns. (i) The Seller and the Shareholder Parent shall prepare, prepare or cause to be prepared at its own cost, all Tax Returns of for the Company for Tax periods ending on or before the Closing Date Selling Companies and their Subsidiaries that are due filed after the Closing Date (collectively, the “Seller Prepared Tax Returns”)Date. Each Seller Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. The Seller and/or the Shareholder Parent shall provide a copy draft versions of such Seller Prepared Tax Return Returns to the Buyer for review and comment at least Stockholders' Representative not later than 30 days (10 days in the case of a non-income Tax Return) prior to the extended due date for filing such Tax Returns, and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, Stockholders' Representative shall notify Parent of any proposed changes not later than 15 days after delivery of such draft Tax Returns pursuant to the Shareholder, and Buyer preceding sentence. Parent shall work in good faith make changes to resolve any disputes such draft Tax Returns that are reasonably requested by the 108 Stockholders' Representative to the extent such changes (a) are with respect to any Seller Prepared a position or item that was initially reported on such draft Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute Returns in a manner consistent inconsistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Seller Prepared Tax Return is required past practices of the applicable Selling Company and such changes, (b) if accepted, would cause such position or item to be filed prior to the resolution of a dispute, the Seller Prepared Tax Return shall be filed as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company shall pay, and the Buyer shall cause the Company to pay, to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent required by applicable Law. (ii) Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company for any Straddle Period (the “Buyer Prepared Tax Returns”). Each Buyer Prepared Tax Return shall be prepared consistent with the past practices of such Selling Company; provided, that Parent shall have no obligation to accept any changes requested by the CompanyStockholders' Representative if, in Parent's reasonable judgment, such changes would result in a material increase in the amount of Taxes owed with respect to a taxable period beginning after the Closing Date. Notwithstanding the foregoing, Parent and the Stockholders' Representative shall have joint control over the treatment of the Spin-Off and shall use their best efforts to mutually agree on such treatment that is consistent with the intended Tax treatment described in this Agreement; provided, however, that Parent and the Stockholders' Representative agree that the Spin-Off shall be treated and reported for all Tax purposes and for purposes of this Agreement as applicable, except occurring in the Pre-Closing Tax Period; and provided further that any dispute as required by applicable Law. Buyer shall provide a copy of such Buyer Prepared Tax Return to the Seller and the Shareholder for review and comment at least thirty (30) days (10 days in the case proper treatment of a non-income Tax Return) prior an item relating to the due date for filing such Buyer Prepared Tax Returns, and Buyer shall consider Spin Off that cannot be resolved in good faith any reasonable comments provided by Seller or discussions between the Shareholder on such Buyer Prepared Tax Return. The Seller, Parent and the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute Stockholders' Representative shall be submitted to the Independent Accounting Firm to resolve such dispute Referee and resolved in a manner consistent accordance with the procedures for resolving disputed items set forth in Section 2.6(b3.8(b). If a Buyer Prepared Parent shall cause the Selling Companies and their Subsidiaries to file all Tax Return is required to be filed Returns described in this Section 12.3 on or prior to the resolution of a dispute, the Tax Return shall be filed as determined by the Buyer and it shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall pay to Buyer all Taxes their extended due and payable with a Buyer Prepared Tax Return for a Straddle Period that are allocated to the Pre-Closing Tax Period in accordance with Section 6.4(c) within two (2) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Tax Authority if and only to the extent that a liability for such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company, the Seller and/or Shareholder prior to the Closing Datedates.

Responsibility for Filing Tax Returns. (i) The Seller Buyer shall include the Company and the Shareholder shall prepareSubsidiaries in its consolidated Tax group effective as of the day following the Closing Date, or cause thereby causing the Tax year of the Company and the Subsidiary for federal and to be prepared the extent applicable, state and local income Tax purposes to end on the Closing Date. The Buyer will timely prepare and file with the appropriate governmental Persons all Tax Returns of the Company for Tax periods ending on or before the Closing Date that are due after the Closing Date (collectively, the “Seller Prepared Tax Returns”). Each Seller Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. The Seller and/or the Shareholder shall provide a copy of such Seller Prepared Tax Return to the Buyer for review and comment at least 30 days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Tax Returns, and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Seller Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Seller Prepared Tax Return is required to be that have not been filed prior to the resolution of a dispute, the Seller Prepared Tax Return shall be filed as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and Any such Tax Return for the period ending on the Closing Date (“Stub Period Return”) or a period ending prior to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company Closing Date (“Pre-Closing Period Return”) shall pay, and the Buyer shall cause the Company to pay, be furnished to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Tax Authority. The Company shallfor its review, comment and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent required by applicable Law. (ii) Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company for any Straddle Period (the “Buyer Prepared Tax Returns”). Each Buyer Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. Buyer shall provide a copy of such Buyer Prepared Tax Return to the Seller and the Shareholder for review and comment approval at least thirty (30) 15 days (10 days in the case of a non-income Tax Return) prior to the due date (or extended due date) for filing such Buyer Prepared Tax Returns, and Buyer shall consider in good faith any reasonable comments provided by Seller or the Shareholder on such Buyer Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Tax Returns. If the Parties are unable Buyer and Seller cannot resolve any dispute with respect to resolve a disputesuch Tax Returns, then such the dispute shall be submitted resolved in accordance with the provisions of Section 1.03(c). Seller will remit to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Buyer Prepared Tax Return is required to be filed not less than 7 days prior to the resolution due date (or extended due date) of a dispute, the Tax Return shall be filed as determined by any Stub Period Returns and Pre-Closing Period Returns (and indemnify and hold the Buyer and it shall be promptly amended if and harmless) all Taxes due with respect to such Tax Returns, except to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall pay to Buyer all such Taxes due and payable with a Buyer Prepared Tax Return for a Straddle Period that are allocated have been paid or deposited prior to the Pre-Closing Tax Period in accordance with Section 6.4(c) within two (2) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Tax Authority if and only Date or except to the extent that a liability for such Taxes was not are included in the calculation of Working Capital Capital. Seller shall cooperate fully in connection with the preparation and filing of such Taxes were not pre-paid Tax Returns. To the extent reasonably practicable, Buyer shall cause the Stub Period Returns to be filed by the Company, the Seller and/or Shareholder prior to Company and Subsidiaries within 60 days following the Closing Date.

Responsibility for Filing Tax Returns. (i) The Seller Parent shall prepare and the Shareholder shall prepare, timely file or cause to be prepared and timely filed all Tax Returns of the Company and the Company Subsidiaries for Pre-Closing Tax periods ending on or before Periods after giving effect to any valid extensions of the Closing Date that are due after the Closing Date (collectively, the “Seller Prepared date for filing any such Tax Returns”). Each Seller Prepared Such Tax Return shall Returns will be prepared in a manner consistent with the past practices of Tax positions taken by the Company, Company and the Company Subsidiaries in prior years so long as applicable, except as required by such Tax positions are in compliance with applicable Law. The Seller and/or the Shareholder shall provide a copy of such Seller Prepared Such Tax Return will treat the SPV Merger in a manner consistent with such tax treatment as set forth in the SPV Merger Agreement. Parent will submit such Tax Returns to the Buyer Representative for review and comment approval at least 30 20 business days (10 days in the case of a non-income Tax Return) prior to the due date for filing (after giving effect to any valid extensions), which approval shall not be unreasonably withheld, conditioned or delayed; provided, in each case, however, that following either (A) the expiration of the applicable survival period pursuant to Section 6.1 or (B) if earlier, the time at which Parent or its Affiliates could no longer make a claim against the Indemnity Escrow Amount, Parent, may take such action without the consent of the Representative if such action does not adversely affect the Equityholders. Within 10 business days after receipt thereof, Representative will give notice to Parent of any dispute with respect to such Tax Returns, . Parent and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith Representative will attempt to resolve any disputes with respect to any Seller Prepared Tax Returnsthereto within 10 business days. If Any matters unresolved after such period will be resolved using the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the resolution procedures for resolving disputed items set forth in Section 2.6(b)2.5(c) mutatis mutandis. If any dispute with respect to a Seller Prepared Tax Return is required to be filed not resolved prior to the resolution due date of a disputesuch Tax Return, the Seller Prepared such Tax Return shall be filed as determined by Seller and in the Shareholder and manner which Parent deems correct without prejudice to the resolution of such dispute; provided that, once resolution of such dispute has been determined, such Tax Return shall be promptly amended amended, if and necessary, to the extent required to reflect include the final resolution of the such dispute. The Seller and/or the Shareholder Transaction Tax Deductions shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due be claimed on the Seller Prepared U.S. federal (and applicable state, local and non-U.S.) tax returns of the Company Group for the Pre-Closing Tax Returns if and only Period ending on the Closing Date to the extent that a liability for the amount of such Taxes was not included items are "more likely than not" deductible in Working Capital and such Taxes were not prePre-paid by the Company prior to the Closing DateTax Period. If and to To the extent that a liability for a the Transaction Tax reflected as due on and payable with a Seller Prepared Tax Return was included Deductions are not fully utilized in Working Capitalsuch period, the Company shall pay, and the Buyer Parent shall cause the Company Group to payelect to carry back any item of loss, deduction or credit from any Transaction Tax Deductions to prior taxable years to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the fullest extent required permitted by applicable Law. (ii) Buyer shall prepare, or cause to be prepared, Parent will prepare and file in a timely file, or cause to be timely filed, manner all Tax Returns of required to be filed by the Company and the Company Subsidiaries for any Straddle Period (after giving effect to any valid extensions of the “Buyer Prepared due date for filing any such Tax Returns”). Each Buyer Prepared Such Tax Return shall Returns will be prepared in a manner consistent with the past practices of Tax positions taken by the Company, Company and the Company Subsidiaries in prior years so long as applicable, except as required by such Tax positions comply with applicable Law. Buyer shall provide a copy of Parent will submit such Buyer Prepared Tax Return Returns to the Seller and the Shareholder Representative for review and comment approval at least thirty (30) 10 business days (10 days in the case of a non-income Tax Return) prior to the due date for filing (after giving effect to any valid extensions), which approval shall not be unreasonably withheld, conditioned or delayed; provided, in each case, however, that following either (A) the expiration of the applicable survival period pursuant to Section 6.1 or (B) if earlier, the time at which Parent or its Affiliates could no longer make a claim against the Indemnity Escrow Amount, Parent, may take such Buyer Prepared action without the consent of the Representative if as such action does not adversely affect the Equityholders. Within 10 business days after receipt thereof, Representative will give notice to Parent of any dispute with respect to such Tax Returns, . Parent and Buyer shall consider in good faith any reasonable comments provided by Seller or the Shareholder on such Buyer Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith Representative will attempt to resolve any disputes with respect to any Buyer Prepared Tax Returnsthereto with 10 business days. If Any matters unresolved after such period will be resolved using the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the resolution procedures for resolving disputed items set forth in Section 2.6(b)2.5(c) mutatis mutandis. If any dispute with respect to a Buyer Prepared Tax Return is required to be filed not resolved prior to the resolution due date of a disputesuch Tax Return, the such Tax Return shall be filed as determined by in the Buyer and it manner which Parent deems correct without prejudice to the resolution of such dispute; provided that, once resolution of such dispute has been determined, such Tax Return shall be promptly amended amended, if and necessary, to the extent required to reflect include the final resolution of the such dispute. The Seller and/or the Shareholder shall pay to Buyer all Taxes due and payable with a Buyer Prepared Tax Return for a Straddle Period that are allocated to the Pre-Closing Tax Period in accordance with Section 6.4(c) within two (2) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Tax Authority if and only to the extent that a liability for such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company, the Seller and/or Shareholder prior to the Closing Date.

Responsibility for Filing Tax Returns. (i) The Seller and the Shareholder Parent shall prepare, prepare or cause to be prepared and timely file or cause to be filed (taking into account any valid extensions) all income Tax Returns of the Company for Group Companies with respect to any Pre-Closing Tax periods ending on Period or before the Closing Date that Straddle Period which are due after the Closing Date (collectively, the “Seller Prepared Date. All such income Tax Returns”). Each Seller Prepared Tax Return Returns shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. The Seller and/or the Shareholder shall provide a copy of such Seller Prepared Tax Return to the Buyer for review and comment at least 30 days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Tax Returns, and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Seller Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Seller Prepared Tax Return is required to be filed prior to the resolution of a disputeapplicable Group Company’s past practices, the Seller Prepared Tax Return shall be filed except as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company shall pay, and the Buyer shall cause the Company to pay, to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent otherwise required by applicable Law. (ii) Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of To the Company for any Straddle Period (the “Buyer Prepared Tax Returns”). Each Buyer Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required extent permitted by applicable Law. Buyer shall provide a copy of such Buyer Prepared Tax Return to the Seller and the Shareholder for review and comment at least thirty , all Transaction Deductions will be (30A) days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Buyer Prepared Tax Returns, and Buyer shall consider in good faith any reasonable comments provided by Seller or the Shareholder on such Buyer Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Buyer Prepared Tax Return is required to be filed prior to the resolution of a dispute, the Tax Return shall be filed treated as determined by the Buyer and it shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall pay to Buyer all Taxes due and payable with a Buyer Prepared Tax Return for a Straddle Period that are allocated relating to the Pre-Closing Tax Period in accordance with Section 6.4(cending on or including the Closing Date, and (B) within two (2) Business Days before payment of Taxes (including estimated Taxes) is due to reflected on applicable Pre-Closing Tax Period Tax Returns based on the applicable Tax Authority if and only to the extent that a liability for such Taxes was not included in Working Capital and such Taxes were not pre-full amounts paid by the Company. The Transaction Deductions will be treated as the first items of deduction claimed by the Group Companies for purposes of determining the amount of Tax refunds attributable to the Transaction Deductions for purposes of Section 6.08(b). The Parent shall deliver to the Stockholder Representative, for the Seller and/or Shareholder Stockholder Representative’s review a draft of any income Tax Return for any Pre-Closing Tax Period prepared by the Parent pursuant to Section 6.08(a)(i) no later than twenty (20) days prior to the applicable filing deadline of such Tax Returns (taking into account any available extensions). The Parent shall consider in good faith comments provided by the Stockholder Representative within ten (10) days of the Stockholder Representative’s receipt of such income Tax Return and shall incorporate such comments to the extent not inconsistent with the past practices of the Group Companies (where applicable) and applicable Law. To the extent the Transaction Deduction benefits are not used in any Pre-Closing DateTax Period, they will be carried forward and will be treated as the first items of loss offsets for future years.

Responsibility for Filing Tax Returns. (i) The Seller and the Shareholder Parent shall prepare, prepare or cause to be prepared at its own cost, all Tax Returns of for the Company for Tax periods ending on or before the Closing Date Selling Companies and their Subsidiaries that are due filed after the Closing Date (collectively, the “Seller Prepared Tax Returns”)Date. Each Seller Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. The Seller and/or the Shareholder Parent shall provide a copy draft versions of such Seller Prepared Tax Return Returns to the Buyer for review and comment at least Stockholders’ Representative not later than 30 days (10 days in the case of a non-income Tax Return) prior to the extended due date for filing such Tax Returns, and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, Stockholders’ Representative shall notify Parent of any proposed changes not later than 15 days after delivery of such draft Tax Returns pursuant to the Shareholder, and Buyer preceding sentence. Parent shall work in good faith make changes to resolve any disputes such draft Tax Returns that are reasonably requested by the Stockholders’ Representative to the extent such changes (a) are with respect to any Seller Prepared a position or item that was initially reported on such draft Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute Returns in a manner consistent inconsistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Seller Prepared Tax Return is required past practices of the applicable Selling Company and such changes, (b) if accepted, would cause such position or item to be filed prior to the resolution of a dispute, the Seller Prepared Tax Return shall be filed as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company shall pay, and the Buyer shall cause the Company to pay, to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent required by applicable Law. (ii) Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company for any Straddle Period (the “Buyer Prepared Tax Returns”). Each Buyer Prepared Tax Return shall be prepared consistent with the past practices of such Selling Company; provided, that Parent shall have no obligation to accept any changes requested by the CompanyStockholders’ Representative if, in Parent’s reasonable judgment, such changes would result in a material increase in the amount of Taxes owed with respect to a taxable period beginning after the Closing Date. Notwithstanding the foregoing, Parent and the Stockholders’ Representative shall have joint control over the treatment of the Spin-Off and shall use their best efforts to mutually agree on such treatment that is consistent with the intended Tax treatment described in this Agreement; provided, however, that Parent and the Stockholders’ Representative agree that the Spin-Off shall be treated and reported for all Tax purposes and for purposes of this Agreement as applicable, except occurring in the Pre-Closing Tax Period; and provided further that any dispute as required by applicable Law. Buyer shall provide a copy of such Buyer Prepared Tax Return to the Seller and the Shareholder for review and comment at least thirty (30) days (10 days in the case proper treatment of a non-income Tax Return) prior an item relating to the due date for filing such Buyer Prepared Tax Returns, and Buyer shall consider Spin Off that cannot be resolved in good faith any reasonable comments provided by Seller or discussions between the Shareholder on such Buyer Prepared Tax Return. The Seller, Parent and the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute Stockholders’ Representative shall be submitted to the Independent Accounting Firm to resolve such dispute Referee and resolved in a manner consistent accordance with the procedures for resolving disputed items set forth in Section 2.6(b3.8(b). If a Buyer Prepared Parent shall cause the Selling Companies and their Subsidiaries to file all Tax Return is required to be filed Returns described in this Section 12.3 on or prior to the resolution of a dispute, the Tax Return shall be filed as determined by the Buyer and it shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall pay to Buyer all Taxes their extended due and payable with a Buyer Prepared Tax Return for a Straddle Period that are allocated to the Pre-Closing Tax Period in accordance with Section 6.4(c) within two (2) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Tax Authority if and only to the extent that a liability for such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company, the Seller and/or Shareholder prior to the Closing Datedates.

Responsibility for Filing Tax Returns. (i) The Seller and the Shareholder shall prepare, or cause to be prepared all Tax Returns of the Company for Tax periods ending on or before the Closing Date that are due after the Closing Date (collectively, the “Seller Prepared Tax Returns”). Each Seller Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. The Seller and/or the Shareholder shall provide a copy of such Seller Prepared Tax Return to the Buyer for review and comment at least 30 days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Tax Returns, and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Seller Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Seller Prepared Tax Return is required to be filed prior to the resolution of a dispute, the Seller Prepared Tax Return shall be filed as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company shall pay, and the Buyer shall cause the Company to pay, to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent required by applicable Law. (ii) Buyer Representative shall prepare, or cause to be prepared, and timely filefile or cause to be timely filed at the expense of the Sellers, all income and franchise Tax Returns required to be filed by the Company with respect to any Pre-Closing Tax Period. Such Tax Returns shall be prepared consistently with the past practice of the Company, unless otherwise required by applicable Law. The Seller Representative shall submit such Tax Returns to Purchaser for Purchaser’s review and comment at least thirty (30) days prior to the due date (with applicable extensions) for such Tax Return. Purchaser shall provide any written comments to the Seller Representative not later than ten (10) days after receiving any such Tax Return and, if Purchaser does not provide any written comments with ten (10) days, Purchaser shall be deemed to have accepted such Tax Return. The Parties hereto shall attempt in good faith to resolve any dispute with respect to such Tax Returns. If Purchaser and the Seller Representative are unable to reach an agreement within ten (10) days after Purchaser provides written comments to the Seller Representative, the disputed items shall be referred to the Independent Accounting Firm for resolution in accordance with Section 2.4(c). If the Independent Accounting Firm is unable to resolve any disputed items before the due date for filing such Tax Return (after giving effect to validly obtained extensions of time to make such filings), the Tax Return as prepared by the Seller Representative and incorporating all Purchaser comments shall be executed and duly and timely filed with the appropriate Governmental Body. Upon the resolution by the Independent Accounting Firm of the disputed items, such Tax Return shall be amended by Purchaser to reflect the Independent Accounting Firm’s resolution of such items, and such Tax Return, as revised to reflect such resolution shall be executed and duly and timely filed with the appropriate Governmental Body. For the purpose of this Section 7.2(c)(i), the costs, fees and expenses of the Independent Accounting Firm with respect to a disputed item shall be borne by the party against whom the Independent Accounting Firm resolves such disputed item. (ii) Purchaser shall prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns of required to be filed by the Company for any Straddle Period (the “Buyer Prepared Tax Returns”). Each Buyer Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. Buyer shall provide a copy of such Buyer Prepared Tax Return to the Seller and the Shareholder for review and comment at least thirty (30) days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Buyer Prepared Tax Returns, and Buyer shall consider in good faith any reasonable comments provided by Seller or the Shareholder on such Buyer Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Buyer Prepared Tax Return is required to be filed prior to the resolution of a dispute, the Tax Return shall be filed as determined by the Buyer and it shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall pay to Buyer all Taxes due and payable with a Buyer Prepared Tax Return for a Straddle Period that are allocated to the Pre-Closing Tax Period in accordance with Section 6.4(c) within two (2) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable other than income and franchise Tax Authority if and only to the extent that a liability Returns for such Taxes was not included in Working Capital and such Taxes were not prePre-paid by the Company, the Seller and/or Shareholder prior to the Closing Date.Tax

Responsibility for Filing Tax Returns. (i) The Seller and the Shareholder shall prepare, Parent will prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and its Subsidiaries that have not been filed as of the Company for Tax periods ending Closing Date. Parent will timely pay or cause to be timely paid any amount shown as due on or before the Closing Date that are due after the Closing Date (collectively, the “Seller Prepared such Tax Returns”). Each Seller Prepared At least 20 days prior to the due date of any Tax Return with respect to any Pre-Closing Tax Period which is related to a Specified Tax Matter, Parent will submit such Tax Return to the Representative to provide the Representative for review and comment. Parent shall accept any reasonable written comments received from Representative at least 10 days prior to the due date of such Tax Return. If Parent and Representative cannot agree to any such comments within five days prior to the due date of any such Tax Return, Parent shall file such Tax Return as prepared; provided, however, that Parent and Representative shall submit such disputed Tax Return to the Accounting Firm for review and resolution and if such Tax Return was not filed in accordance with the Accounting Firm’s final determination, then Parent shall amend such Tax Return accordingly. All such Tax Returns shall be prepared and filed in a manner that is consistent with the past practices of the Company, as applicable, except as required by applicable Law. The Seller and/or Company and the Shareholder shall provide a copy of Company Subsidiaries unless (i) Parent reasonably believes that such Seller Prepared Tax Return past practice is not more likely than not to the Buyer for review and comment at least 30 days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Tax Returns, and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Seller Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute successfully defended in a manner consistent with the procedures for resolving disputed items set forth judicial or administrative proceeding, (ii) such past practice resulted in Section 2.6(b). If an adjustment by a Seller Prepared Tax Return is required to be filed prior to the resolution of a disputetaxing authority, the Seller Prepared Tax Return shall be filed as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company shall pay, and the Buyer shall cause the Company to pay, to the Seller the amount of such liability within two Business Days before payment of the Taxes or (including estimated Taxesiii) is due to the applicable Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent otherwise required by applicable Law. (ii) Buyer shall prepareFor the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Parent will cause the Company and each of its Subsidiaries to carry on its business only in the ordinary course in the same manner as heretofore conducted. Parent, the Company and the Subsidiaries will not take any action, or cause permit any action to be preparedtaken, that may prevent the Tax year of the Company and its Subsidiaries from ending for all relevant Tax purposes at the end of the day on which the Closing occurs and will, to the extent permitted by applicable Law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and the Subsidiaries. (iii) To the extent that (i) there are any net operating losses at the end of any Pre-Closing Tax Period and (ii) the Company or any of its Subsidiaries incurs Taxes in a Pre-Closing Tax Period with respect to a Specified Tax Matter, the Representative, Parent and the Company consent and agree that the Company and each Subsidiary, as appropriate, will elect to carry back such net operating losses to prior taxable years to the fullest extent permitted by Law to offset such Taxes with respect to a Specified Tax Matter (using any available short form or accelerated procedures and filing amended Tax Returns to the extent necessary), and timely Parent, the Company and/or the Subsidiaries will prepare and file, or cause to be timely prepared and filed, all as soon as practicable following the Closing Date, any claim for refund resulting from such carry back as part of the preparation and filing of the Tax Returns of the Company for any Straddle Period described in Section 10.01(a)(i) (the “Buyer Prepared Tax Returns”). Each Buyer Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. Buyer shall provide a copy of such Buyer Prepared Tax Return to the Seller and the Shareholder for Representative will have the review and comment at least thirty rights described in Section 10.01(a)(i)). (30iv) days (10 days in For the case avoidance of doubt, the Representative, Parent and the Company acknowledge and agree that the Representative, the Stockholders and the Optionholders shall not have any liability for Taxes of the Parent Indemnified Parties, the Company and its Subsidiaries as a non-income Tax Return) prior result of any acceleration of deferred revenue attributable to the due date for filing such Buyer Prepared Tax Returns, and Buyer shall consider in good faith any reasonable comments provided transactions contemplated by Seller or the Shareholder on such Buyer Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Buyer Prepared Tax Return is required to be filed prior to the resolution of a dispute, the Tax Return shall be filed as determined by the Buyer and it shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall pay to Buyer all Taxes due and payable with a Buyer Prepared Tax Return for a Straddle Period that are allocated to the Pre-Closing Tax Period in accordance with Section 6.4(c) within two (2) Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Tax Authority if and only to the extent that a liability for such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company, the Seller and/or Shareholder prior to the Closing Datethis Agreement.