Common use of Tax Periods Ending on or Before the Closing Date Clause in Contracts

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s Sellers' delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides provide comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s 's delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for of the Company or any Subsidiary for all taxable periods through and including ending on or before the Closing Date which (“Pre-Closing Taxable Periods”) that are required to be filed (including giving effect to any applicable extensions) after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof)Date. The Seller Buyer shall permit the Company and the Purchaser Stockholder Representative to review and provide comments, if any, comment on each such Tax Return described in the preceding prior sentence at least thirty (30) Business Days prior to filing. Unless If the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) Stockholder Representative does not provide Buyer with a written description of the Company for filing items in the Tax Returns that it intends to dispute within ten (10) days Business Days following the Seller’s delivery to it of such Tax Return, the Company Stockholder Representative shall be deemed to have accepted and agreed to such Tax Return in the form provided. Buyer, Surviving Corporation and the Purchaser Stockholder Representative agree to consult with each other and to resolve in good faith any timely-raised issue arising as a result of the Stockholder Representative’s review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible. In the event the parties are unable to resolve any dispute within ten (10) Business Days following the delivery of written notice by the Stockholder Representative of such Returndispute, such remaining disputed items shall be submitted to the Independent Accountant for prompt determination in order that such Tax Return may be timely filed. The Seller Independent Accountant shall deliver make a determination with respect to any disputed issue. If the Company promptly after filing each such Return Independent Accountant is unable to make a copy of determination with respect to any disputed issue not later than five (5) Business Days before the filed Return and evidence of its filing. The Seller shall pay due date (including extensions) for the costs and expenses incurred in the preparation and filing of the Tax Returns Return in question, then the Buyer and the Surviving Corporation may file such Tax Return on or before the due date (including extensions) therefor without such costs determination having been made and expenses are due. If without the Company provides comments to consent of the Seller and Stockholder Representative; provided, however, that such Tax Return shall incorporate such changes as have at the end time of such ten (10) day period the Company and the Seller have failed filing been agreed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorParties pursuant to this Section 6.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are to filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Tax Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Tax Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s Sellers’ delivery to the Company and the Purchaser of any such Tax Return. The Seller Sellers shall deliver to the Company promptly after filing each such Tax Return a copy of the filed Tax Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may shall be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable including but not limited to income Tax returns for the Affiliated Group of which Seller, Company and prior its Subsidiaries are Members. All such Tax Returns shall be prepared in accordance with past practice to the date due extent allowable by law insofar as they relate to the Company (subject to effects thereon from the transactions contemplated by this Agreement, including adjustments to the basis of assets in connection with worthless stock deductions). Seller shall provide Buyer with at least 15 days to review and comment on any proper extensions thereofsuch income Tax Returns prepared by Seller (which in the case of consolidated returns shall only apply to the pro-forma portion thereof that relates to the Company and its Subsidiaries) and shall discuss any disagreements with Buyer in good faith. If Seller then files the income Tax Return without accepting one or more comments from Buyer, Buyer shall have up to 30 days after it becomes aware of such filing to submit a formal objection and request for arbitration under Section 9.11 below (in which case the arbitration shall address only the disputed income Tax position and whether such position violates this Agreement, as neither the Seller nor the arbitrator shall have the right to dictate any revision or amendment to any Tax Return). The Seller shall permit the Company be responsible for all Taxes due and the Purchaser to review and provide comments, if any, payable for periods ending on each such Return described in the preceding sentence or prior to filing. Unless the Purchaser Closing Date and shall receive all refunds (including interest and, for the Company provides comments avoidance of doubt, refunds resulting from or related to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred worthless stock deductions that apply in connection with the arbitration transactions contemplated by this Agreement) due for these periods (and Buyer shall not apply such refunds to offset amounts for any judicial proceedings related thereto as determined other period). Buyer shall execute any such tax returns on behalf of the Company or its Subsidiaries if requested by the arbitratorSeller.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). Such Tax Returns for the Companies shall be filed on a consolidated basis together with MRI and other subsidiaries of MRI. The Seller Sellers shall permit the Company Companies and the Purchaser to review and provide comments, if any, on each the pro forma version of such Return as it relates to each of the Companies (the “Pro Forma Return”) described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company The Companies shall deliver to the Seller Sellers each such Pro Forma Return signed by the appropriate officer(s) of the Company Companies for filing within ten (10) days following the Seller’s Sellers’ delivery to the Company Companies and the Purchaser of any such ReturnPro Forma Return after having taken into account Purchaser’s comments, if any. The Seller Sellers shall deliver to the Company Companies promptly after filing each such Return a copy of the filed Pro Forma Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Companies provide comments to the Seller Sellers and at the end of such ten (10) day period the Company Companies and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company The Companies and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. (i) The Seller Member Representative shall prepare or cause to be prepared (at Members’ expense) and file or cause to be filed all flow-through income Tax Returns (including IRS Form 1065) for taxable periods of the Company and its Subsidiaries ending on or before the Closing Date which are filed after the Closing Date. Each such income Tax Return shall be prepared in a manner consistent with past practice except as otherwise required by applicable Law and shall not include any election to be subject to the Revised Partnership Tax Audit Procedures, including by way of election under Section 301.9100-22T of the Treasury Regulations. The Member Representative shall provide a copy of each such Tax Return to the Purchaser at least twenty (20) days prior to the deadline for filing such Tax Return (taking into account any applicable extension of time for filing such Tax Return), and shall permit the Purchaser to review and comment on such Tax Return prior to filing. If the Purchaser disputes any items reported on any such Tax Return, the Purchaser and the Member Representative shall consult and resolve in good faith any issues arising as a result of the review of and comment on such Tax Return. (ii) Except for the Tax Returns described in Section 7.6(c)(i), the Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for of the Company and its respective Subsidiaries for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof)Date. The Seller Purchaser shall permit be reimbursed by the Members, on a joint and several basis, for Taxes of the Company and the Purchaser its respective Subsidiaries with respect to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns all Taxable periods ending on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten Closing Date within fifteen (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (3015) days after its acceptance payment by the Purchaser or the Company or any Subsidiary of its appointment as arbitratorsuch Taxes, the arbitrator shall render an opinion as except to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (extent such Taxes were reflected as a group) shall each pay one half of liability on the fees, costs Final Working Capital Schedule and expenses of taken into account as an adjustment to the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorPurchase Price.

Tax Periods Ending on or Before the Closing Date. The Seller Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Purchaser shall permit the Company and the Purchaser Seller to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and Seller or the Company provides comments to the SellerPurchaser, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the SellerPurchaser’s delivery to the Company and the Purchaser of any such Return. The Seller Purchaser shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Purchaser shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Purchaser and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. The Company filing the Company Return and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. To the extent such Taxes are not fully reserved for in the Company’s Final Financial Statements (as defined in Section 11), the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes prior to filing of the Return. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration the Arbiter (as defined in Section 11.02(b)) for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitratorArbiter, the arbitrator Arbiter shall render an opinion as to the disputed items. The determination of the arbitrator Arbiter shall be conclusive and binding upon the parties. the The SPA Executed.doc Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitratorArbiter. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorArbiter.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Purchaser shall provide the Sellers access to all books and records of the Company necessary to prepare such Tax Returns. The Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return Tax Returns described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten twenty (1020) days following the Seller’s Sellers’ delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. due If the Company provides comments to the Seller Sellers and at the end of such ten twenty (1020) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days days, but in no event after the due date of the Tax Returns, after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator. If the parties or the arbitrator have not resolved the dispute by the due date of the Tax Returns, the Sellers shall have the option to file such Returns, in the form prepared by Sellers, so as to avoid the late filing of such Returns; provided, however, following the filing of the Tax Returns, if such arbitrator determines that the Tax Returns were incorrect, the Sellers shall amend such Tax Returns at their own expense.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, 039996.0183 NEW YORK 105505 v1 on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of either of the Company Companies for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. The Company filing the Company Return and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are to be filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company Companies and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company The Companies shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company Companies for filing within ten (10) days following the Seller’s Sellers’ delivery to the Company Companies and the Purchaser of any such ReturnReturn after having taken into account Purchaser’s comments, if any. The Seller Sellers shall deliver to the Company Companies promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Companies provide comments to the Seller Sellers and at the end of such ten (10) day period the Company Companies and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company The Companies and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company Companies and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company The Companies shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company Companies for filing within ten (10) days following the Seller’s 's delivery to the Company Companies and the Purchaser of any such ReturnReturn after having taken into account Purchaser's comments, if any. The Seller shall deliver to the Company Companies promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Companies provide comments to the Seller and at the end of such ten (10) day period the Company Companies and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company The Companies and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of either of the Company Companies for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. The Company filing the Company Return and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company Pentec, PCM and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company Purchaser, Pentec, or PCM provides comments to the Seller, the Company Pentec or PCM shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company Pentec and PCM for filing within ten (10) days following the Seller’s 's delivery to the Company Pentec, PCM and the Purchaser of any such Return. The Seller shall deliver to the Company Pentec and PCM promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Pentec or PCM provide comments to the Seller and at the end of such ten (10) day period the Company Pentec, PCM and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company Pentec, PCM and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller H/Cell shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company PVBJ for all 2017 periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller H/Cell shall permit the Company and the Purchaser Seller to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company Seller provides comments to the Sellercomments, the Company PVBJ shall deliver to the Seller H/Cell each such Return signed by the appropriate officer(s) of the Company for filing PVBJ, and H/Cell shall file and shall discharge any and all tax liabilities related to each such Return within ten fifteen (1015) calendar days following the SellerPVBJ’s delivery to the Company and the Purchaser H/Cell of any such Return. The Seller H/Cell shall deliver to the Company Seller promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller H/Cell shall pay the be responsible for all costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are dueReturns. If the Company Seller provides comments to the Seller and H/Cell at the end of such ten fifteen (1015) calendar day period the Company and the Seller and H/Cell have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) calendar days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company Seller and the Seller (as a group) H/Cell shall each pay one half of the fees, costs and expenses of the arbitrator. The ; provided, however, that the prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s Sellers' delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. (a) The Seller Company shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns in respect of the Company or any of its Subsidiaries that are required to be filed on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company and its Subsidiaries due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company and its Subsidiaries, as applicable, with respect to such items, except as required by Applicable Law. At least ten (10) days prior to filing any such Tax Return, the Company shall submit a copy of such Tax Return to Parent for Parent’s review and comment, and the Company shall incorporate any reasonable comments in good faith. (b) Parent shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company Acquired Companies for all periods through and including ending on or prior to the Closing Date which that are filed or required to be filed after the Closing Date as soon as practicable and prior to for all Straddle Periods. Any such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the date due (including any proper extensions thereof). The Seller shall permit past practices of the Company and the Purchaser its Subsidiaries, as applicable, with respect to review and provide commentssuch items, if any, on each such Return described in the preceding sentence except as required by Applicable Law. At least fifteen (15) days prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Tax Return. The Seller , Parent shall deliver to the Company promptly after filing each such Return submit a copy of such Tax Return to the filed Return Securityholder Representative for review and evidence of its filing. The Seller approval, which approval shall pay the costs not be unreasonably withheld, conditioned or delayed, and expenses incurred in the preparation and filing Parent shall incorporate any reasonable comments of the Tax Returns on or before the date such costs Securityholder Representative in good faith. Subject to Section 7.02 and expenses are due. If the Company provides comments pursuant to |US-DOCS\123754940.16|| Article 10 but without limiting any of Parent’s rights under Article 10, to the Seller and at extent not already taken into account in Indebtedness, Parent may recover from the end of Escrow Fund an amount equal to such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination Taxes of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorAcquired Companies for such periods.