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

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxes.

Tax Periods Ending on or Before the Closing Date. Sellers Subject to Sections 9.1(a) and (b) below, the Seller shall prepare or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed all Tax Returns for the prompt and timely payment and satisfaction of any and Company for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date andwhich are filed after the Closing Date, including Tax Returns with respect to periods for which a consolidated, unitary or combined Tax Return of the Seller will include the operations of the Company. With respect to the Company, unless consented to by the Purchaser (such consent not to be unreasonably withheld), such Tax Returns shall include no elections that were not made in the last similar Tax Return and shall be prepared in a manner consistent with the last previous similar Tax Return and in compliance with Law, except for changes in the law or applicable regulations. (a) For any Straddle Period such Tax Returns which the Purchaser must execute and file (as defined belowopposed to consolidated, unitary, or combined Tax Returns where the Seller executes and files), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject Seller will provide a copy to the Indemnification Basket or Purchaser at least fifteen (15) days prior to the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) filing deadline for the prompt Purchaser’s review and timely payment reasonable comment. The Purchaser shall provide the Seller with any comments on all such Tax Returns within ten (10) days of the Purchaser’s receipt of the same; provided, that if no comments are received by the Seller from the Purchaser within this timeframe, the Purchaser agrees that the Seller may assume that the Purchaser has no comments and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date will provide a copy suitable for filing and, not later than five (5) days prior to the due date for any Straddle Periodpayment of Taxes with respect to such Tax Returns, the portion thereof commencing from Seller shall pay to the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), Purchaser the amount of any Taxes attributable shown by any such Tax Return to be due. Upon the receipt of any refund with respect to such Tax Returns, the Purchaser will pay any refund to the Pre-Closing Seller within thirty (30) days. The Seller and the Purchaser shall reasonably and in good faith cooperate regarding the contents and filing of all such Tax Period Returns. Where the filing of any such Tax Returns will be extended, if the Seller or its Tax Return preparer is unable to execute and attributable file an extension, or if any Taxes are due with such extension, Seller will provide a completed extension request to Purchaser at least five (5) days prior to the Post-Closing filing deadline for such request and will pay the Purchaser any amount due with such request at the same time. (b) For any Tax Period Returns which are consolidated, unitary, or combined returns where the Seller executes and files, the Seller shall pay any Taxes shown by any such Tax Return to be determined based on an interim closing due. Immediately after filing, the Seller will furnish the Purchaser a complete copy of the books as consolidated, unitary, or combined return, or alternatively a copy of the Closing Date, except that Taxes that are calculated on separate company federal proforma Tax Return of the Company used in the preparation of any such Tax Returns and a periodic or annual basis shall be allocated on a daily basis. To schedule of apportionment factors for each state and any state Tax filing differences of the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of Company included in such TaxesTax Returns.

Tax Periods Ending on or Before the Closing Date. Sellers (a) At the Seller’s expense the Seller shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of cause the Company and its Subsidiaries payable Subsidiary to be timely and properly included in respect any consolidated, unitary or combined Tax Return of all taxable periods the Seller that will include the operations of the Company and its Subsidiary for any Tax period (or portion thereof) ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on with an initial due date after the Closing Date (such portion being referred each, a “Seller Consolidated Return”) and (ii) prepare, or cause to as be prepared, at the Seller’s expense, all stand-alone Income Tax Returns for the Company for any Tax period ending on or prior to the Closing Date with an initial due date after the Closing Date (each, a “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax PeriodReturn”). In The Seller shall timely pay to the case relevant Taxing Governmental Entity any Taxes due with respect to any Seller Consolidated Return. All Pre-Closing Returns and all Seller Consolidated Returns (with respect to the Company) shall be prepared in a manner consistent with past practice of the Company and the Seller in preparing similar Tax Returns, except to the extent otherwise required by applicable Law; provided that no Seller Consolidated Return shall reflect any taxable period election to write down the Seller’s basis in the Company’s assets. (b) The Seller will provide a copy of each Pre-Closing Return to the Purchaser at least thirty (30) days prior to the filing deadline for such Pre-Closing Return for the Purchaser’s review and reasonable comment; provided that includes (but does not end on) if the Seller fails to timely provide any Pre-Closing Date (a “Straddle Period”Return to the Purchaser as required by this Section 8.1(b), the amount of any Taxes attributable to the Purchaser may prepared and file such Pre-Closing Tax Period and attributable to Return at the PostSeller’s expense. The Purchaser shall provide the Seller with any comments on all Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor Returns within fifteen (15) Business Days after days of the Purchaser’s receipt of written request therefor the same; provided, that if no comments are received by the paying Party following Seller from the Purchaser within this timeframe, the Purchaser agrees that the Seller may assume that the Purchaser has no comments and will provide a copy suitable for filing and, not later than five (5) days prior to the due date for payment of Taxes with respect to such TaxesPre-Closing Returns, the Seller shall pay to the Purchaser the amount of any Seller Taxes shown by any Pre-Closing Return to be due. If the Purchaser does provide comments on any Pre-Closing Return delivered to it pursuant to this Section 8.1(b), the Purchaser and the Seller shall negotiate in good faith to resolve any disputes regarding such Pre-Closing Return. If the Purchaser and the Seller are unable to resolve any such dispute at least ten (10) days before the due date for filing of such Pre-Closing Return, such dispute shall be resolved by the Arbitrator in accordance with the procedures set forth in Section 2.3(d); provided that if the Arbitrator has not resolved any such dispute prior to the due date of any Pre-Closing Return, the Purchaser shall be entitled to file such Pre-Closing Return reflecting the Purchaser’s position, and shall file an amendment to such Pre-Closing Return if the Arbitrator determines that such amendment is appropriate. Upon the Purchaser’s receipt of any refund of Taxes with respect to any Pre-Closing Return that were paid by the Company or its Subsidiary on or prior to the Closing Date or by the Seller pursuant to this Agreement, the Purchaser will pay such refund to the Seller within five (5) days of the receipt of such refund, except to the extent such refund was taken into account as a Current Asset in the final determination of Closing Date Working Capital; provided that if any such refund is subsequently disallowed by the relevant Taxing Governmental Entity (a “Disallowed Tax Refund”), the Seller shall pay to the Purchaser an amount equal to such Disallowed Tax Refund within five (5) days of such disallowance. The Seller and the Purchaser shall reasonably and in good faith cooperate regarding the contents and filing of all Pre-Closing Returns. Where the filing of any Pre-Closing Returns will be extended, if the Seller or its Tax Return preparer is unable to execute and file an extension, or if any Taxes are due with such extension, the Seller will provide a completed extension request to the Purchaser at least five (5) days prior to the filing deadline for such request and will pay the Purchaser any amount due with such request at the same time.

Tax Periods Ending on or Before the Closing Date. Sellers shall The Partners will prepare or cause to be responsible (and shall jointly and severally indemnify and hold Companyprepared, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction file or cause to be timely filed, at the Partners’ sole expense, all Tax Returns of each Acquired Company or with respect to the assets of each Acquired Company for any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods taxation period ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on including but not limited to such Tax Returns that are due after the Closing Date (taking into account extensions). Such Tax Returns will be prepared by treating items on such portion Tax Returns in a manner consistent with the past practice with respect to such items unless otherwise required by Applicable Law. The Partners Representative will provide to Quanta a draft of each such Tax Return (along with supporting workpapers) at least thirty (30) days prior to the due date for the filing and, in the case of a Tax Return due within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being referred agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Pre-Closing Tax PeriodExcess Amount”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor); provided, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers that no amount shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth included in the preceding sentence) payable in respect computation of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable Excess Amount to the Postextent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Period shall be determined based on an interim closing Excess Amount. Promptly after the filing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1Tax Returns, the responsible Party Partners Representative shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment provide to Quanta a copy of such TaxesTax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax Returns.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold The Company or, following the Closing, the Stockholders, on behalf of the Company, its Subsidiaries shall timely file (including without limitation extensions of time to file) all federal, state, local and Buyer harmless) other Tax Returns for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period and have paid or will pay all Taxes attributable to such periods (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Short Period Returns”). Such returns will be prepared and filed in accordance with applicable Laws and in a manner consistent with past practices of the Company. Prior to filing any Short Period income Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before Return after the Closing Date. Payments for , Argy, W▇▇▇▇▇ & R▇▇▇▇▇▇▇, P.C. (“AWR”) shall provide a letter to Buyer indicating that AWR has examined the Tax Return, including accompanying schedules and statements, and the Return is based on all information of which Sellers shall be responsible under this Section 9.1 shall not be subject AWR has any knowledge, and to the Indemnification Basket or best of AWR’s knowledge and belief, the Indemnification CapReturn is true, correct, and complete in all material respects. Prior to filing any Short Period non-income Tax Return after the Closing Date, the Stockholders shall provide such Tax Returns to the Buyer shall be responsible at least fifteen (and shall indemnify and hold Sellers harmless15) days prior to their due date (taking into account extensions) for the prompt Buyer’s review and timely payment comment. The Buyer shall have seven (7) [*] Indicates confidential text omitted and satisfaction of filed separately with the Securities and Exchange Commission. Business Days to comment on each non-income Tax Return described in this Section 8.1(a). The Stockholders shall make such revisions to any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning such non-income Tax Returns filed after the Closing Date andas are reasonably requested by Buyer to ensure that such returns have been prepared in a manner consistent with the past reporting practices of the Company and in accordance with applicable Law. For this purpose, Buyer’s comments shall be deemed reasonable if (x) the Stockholders agree to them, (y) in the written opinion of an Independent Accounting Firm, the reporting position initially proposed by Stockholders is not “more likely than not” to prevail, as defined in Treas. Reg. Section 1.6662-4(d)(2) and the alternative reporting position proposed by Buyer is “more likely than not” to prevail, or (z) in the written opinion of an Independent Accounting Firm, the reporting positions proposed by the Stockholders and Buyer are both “more likely than not” to prevail, and the position proposed by Buyer is consistent with past practice (it being understood that such standard shall be applied for purposes of this Section 8.1 whether or not the underlying Tax Return is a Tax Return with respect to income Taxes). Buyer shall reimburse the Stockholders for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of Company or the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges Stockholders for which another Party is responsible Buyer has an indemnification obligation pursuant to Section 7.2(c) of this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor Agreement within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such TaxesTaxes by the Company or the Stockholders.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arisingThe Majority Shareholder shall cause to be prepared, (ii) Taxes of in draft form, the Pre-Acquisition Consolidated Return, as well as all other income Tax Returns for the Company and its the Subsidiaries payable in respect of for all taxable Tax periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on prior to the Closing Date (the “Pre-Closing Tax Periods”) the due date of which is after the Closing Date. Collectively, all such portion being income Tax Returns, including the Pre-Acquisition Consolidated Return, are hereinafter referred to as the “Pre-Closing Acquisition Returns.” For the avoidance of doubt, the term “Pre-Acquisition Returns” shall not include any Tax Period”Returns filed by any of the Shareholders. All draft Pre-Acquisition Returns shall be prepared consistently with Section 7.10(b) and also in a manner consistent with the past practice of the Company, unless otherwise required by Law; provided, however, that none of the draft Pre-Acquisition Returns shall reflect any position for which there is not “substantial authority” (within the meaning of Section 6662(d)(2)(B)(i) of the Code). If, for any reason, the Company officer who has traditionally prepared and executed the income Tax Returns filed by the Company and the Subsidiaries prior to the Closing Date is no longer responsible for handling (or is unable to handle whether through death or disability) such Tax Return matters after the Closing Date, the Company’s outside auditors with respect to the Company’s consolidated financial statements shall be responsible for the preparation of the draft Pre-Acquisition Returns described in this Section 7.10(a)(i). (ii) The parties acknowledge and agree that notwithstanding the provisions concerning the preparation of the draft Pre-Acquisition Returns, the Purchaser has the ultimate responsibility to have prepared, timely filed and to have one of its authorized officers execute all such Pre-Acquisition Returns. Accordingly, the Majority Shareholder shall ensure that each of the draft Pre-Acquisition Returns, together with the related supporting information, shall be provided to the Purchaser no later than the applicable date specified below: (A) Tax Period Ending December 31, 2010 – August 1, 2011; (B) Tax Period for the Excluded Subsidiaries ending on the date on which Distribution of Excluded Subsidiaries occurs – August 1, 2012; and (C) Tax Period Ending on Closing Date – August 1, 2012. (iii) any Upon receipt thereof, the Purchaser shall have the right to review and all Taxes provide comments on such draft Pre-Acquisition Return to the Majority Shareholder. If the Purchaser disagrees with the amount of any Person Taxes, other calculations or one or more return positions reflected on such draft Pre-Acquisition Return, it shall provide written notification thereof (other than Company or its Subsidiariesa “Tax Dispute Notice”) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or the Majority Shareholder at least thirty (30) days before the Closing Datedue date for the filing of such draft Pre-Acquisition Return, after which the parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Payments for which Sellers If the Majority Shareholder and the Purchaser are unable to resolve such disagreement within ten (10) days after the receipt of the Tax Dispute Notice, then such disagreement shall be responsible under resolved by the Accounting Referee pursuant to the procedures set forth in Section 3.4(c). To the extent permitted by Law, the Tax Returns described in clause (ii)(A) in this Section 9.1 7.10(a) shall not be subject to reflect the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as Company’s address set forth in the preceding sentence) payable notice provision in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”)Section 12.1 hereof. In the case event the Purchaser or the Majority Shareholder receives any notice or correspondence from the IRS or any relevant Tax authority related to any Pre-Acquisition Return, such Party shall promptly provide the other Party with a copy of any taxable period that includes such notice or correspondence. (but does not end oniv) the Closing Date (a “Straddle Period”)The Purchaser shall prepare or cause to be prepared, the amount of any Taxes attributable and timely file or cause to the be timely filed, all Tax Returns for Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes Periods that are calculated on a periodic or annual basis shall be allocated on a daily basisnot income Tax Returns. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within At least fifteen (15) Business Days after receipt of written request therefor by before the paying Party following payment due date for the filing of such non-income Tax Returns, Purchaser shall furnish draft copies of such Tax Returns, along with supporting information to the Majority Shareholder who, along with his tax advisors, shall have the opportunity to review such draft Tax Returns. If the Majority Shareholder disagrees with the amount of Taxes, other calculations or one or more return positions reflected on such draft Tax Returns, it shall provide written notification thereof at least five (5) days before the due date of such Tax Returns after which the parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Notwithstanding the time periods set forth above, the Purchaser shall be free to file such Tax Returns by their respective due dates.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (Seller and Purchaser shall jointly prepare or cause to be prepared, and severally indemnify file or cause to be filed, and hold Company, its Subsidiaries negotiate and Buyer harmless) agreed or caused to be negotiated and agree all Tax Returns for the prompt and timely payment and satisfaction of any and each Project Buckeye Corporation for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for which Tax Returns shall be prepared in accordance with the past practice and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any Straddle Period (claim or election relating to any such Tax Return as defined below), jointly agreed by Purchaser and Seller. The Seller and the portion thereof ending Purchaser shall use all reasonable endeavours to agree on the Closing Date (form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company agreement or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 consent shall not be subject unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the Indemnification Basket or form of a Tax Return within 30 days of it being prepared, the Indemnification Cap. Buyer dispute in question shall be responsible (and shall indemnify and hold Sellers harmless) for referred to an independent firm of Accountants, jointly selected, by the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth parties or in the preceding sentence) payable absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in respect the case of all taxable periods beginning after the Closing Date and, Buckeye Corporations which are resident in the United Kingdom for any Straddle Period, tax purposes and the portion thereof commencing from President of the day following American Institution of Certificate Public Accountants in the Closing Date (such portion being referred to case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the “Post-Closing Tax Period”)case of manifest error his determination shall be binding on both parties. In the case event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”)Tax Return, the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period such dispute shall be determined based settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor such Tax Returns within fifteen (15) Business Days days after receipt of written request therefor by a bill ▇▇▇m relevant Purchaser for such Taxes to the paying Party following payment extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of such Taxeseach Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Project Buckeye Corporations.

Tax Periods Ending on or Before the Closing Date. Sellers (a) The Company shall prepare or cause to be responsible (prepared, and shall jointly and severally indemnify and hold Companyfile or cause to be filed, its Subsidiaries and Buyer harmless) for all Tax Returns with respect to the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable for Tax periods ending on or prior to the Closing Date and required to be filed on or prior thereto, including any amended Tax Returns with respect to such periods (the “Pre-Closing Returns”). Such Tax Returns shall be prepared in accordance with the Company’s past practices unless otherwise required by applicable Law. Buyer shall not amend any Pre-Closing Return without the prior written consent of Sellers. Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns with respect of all to the Company and its Subsidiaries for taxable periods ending on or prior to the Closing Date and required to be filed thereafter (the “Prior Period Returns”). Such Tax Returns shall be prepared in accordance with the Company’s past practices unless otherwise required by applicable Law. Buyer shall permit Sellers’ Representative to review and comment on each such Prior Period Return and the portion of any Tax Return filed by the Company (or any Affiliate of the Company) relating to the Annex Transaction (including the merger contemplated thereby) prior to filing, and such Tax Returns or portions of any Tax Return, as applicable, will be revised to reflect the reasonable comments of the Sellers’ Representative. Buyer shall not amend any Prior Period Return without the prior written consent of Sellers’ Representative, except as expressly required by a taxing authority. The Company shall timely pay, or cause to be paid, all Taxes with respect to the Company shown to be due on such Pre-Closing Returns and Prior Period Returns; provided, however, that within fifteen (15) days after the date on which Buyer pays or causes to be paid any Taxes of the Company as shown to be due on any Prior Period Returns, Sellers shall severally pay to Buyer the amount of such Taxes, provided, that with respect to non-Income Taxes, Sellers shall severally pay to Buyer the amount by which such non-Income Taxes exceed the amount accrued therefore on the NWC Closing Statement, as finally determined. (b) The purchase of the Annex Stock pursuant to the Annex Transaction shall be reported on all Tax Returns as a qualified stock purchase and the merger of Annex with and into the Company pursuant to the Annex Transaction shall be reported on any Tax Return filed by the Company (or any Affiliate of the Company) for the taxable period ending on or before the Closing Date andas a transaction qualifying for tax free treatment under Section 332 or 368 of the Code, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) case may be, and (iii) any in a manner that is adequate to apprise of the nature and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing such transaction for purposes of Section 6501(e)(1)(a)(ii) of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such TaxesCode.

Tax Periods Ending on or Before the Closing Date. Sellers Old Mutual shall ------------------------------------------------ prepare or cause to be responsible (and prepared all Tax Returns for each of the Companies for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Old Mutual shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for pay all Taxes attributable to the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable income earned during Tax periods ending on or before the Closing Date and, to the extent such Taxes are not reflected in the reserve for Tax Liabilities (rather than any Straddle Period reserve for deferred Taxes established to reflect timing difference between book and Tax income) shown on the face of the estimated Closing Balance Sheet (as defined below), rather than in any notes thereto) and the portion thereof ending on Purchaser shall pay or cause the Companies to pay any other amounts due and owning. The Companies will furnish Tax information to Old Mutual for inclusion in Old Mutual's federal consolidated income Tax Return for the period which includes the Closing Date in accordance with the Companies' past custom and practice. Old Mutual will allow the Purchaser an opportunity to review and comment upon such Tax Returns (such portion being referred including any amended returns) to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes extent that they relate to an event or transaction occurring the Companies at least thirty (30) days in advance of the proposed filing thereof. Old Mutual will take no position on or such Tax Returns that relate to the Companies that would adversely affect the Companies after the Closing Date unless such position would be reasonable in the case of a Person that owned the Companies both before and after the Closing Date. Payments for which Sellers shall The income of the Companies will be responsible under this Section 9.1 shall not be subject apportioned to the Indemnification Basket or period up to and including the Indemnification Cap. Buyer shall be responsible (Closing Date and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning period after the Closing Date and, for any Straddle Period, by closing the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing books of the books Companies as of the end of the Closing Date. After the Closing, except that Taxes that are calculated on a periodic or annual basis the Companies shall be allocated on a daily basis. To cooperate in the preparation, execution (to the extent that required) and filing of any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxesreturn.

Tax Periods Ending on or Before the Closing Date. Sellers The Representative shall prepare or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed on a timely basis all Tax Returns for the prompt and timely payment and satisfaction of any and Company for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before are filed after the Closing Date. Payments for The Representative shall permit the Purchaser to review and approve (such approval not to be unreasonably withheld) each such Tax Return described in the preceding sentence prior to filing, which Sellers Tax Returns shall be responsible under delivered to the Purchaser no later than 45 days prior to the due date (including applicable extensions) for each such Tax Return. The Purchaser shall communicate its comments, if any, to any such Tax Return described in the first sentence of this Section 9.1 subsection (d) no later than 30 days after its receipt by Purchaser from the Representative. To the extent permitted by Applicable Law, the Shareholders shall include any income, gain, loss, deduction or other Tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to the Shareholders for such periods. The Shareholders shall reimburse the Purchaser for any Built-In Gain Tax (including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing), within five Business days after the payment by the Company or the Purchaser of such Taxes to the extent such Taxes were not taken into account in the calculation of Net Working Capital. In the event the Shareholders do not reimburse the Purchaser for the amount of the Built-In Gain Tax (including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing) by wire transfer within five Business Days of payment of such Taxes, then the Shareholders shall pay to the Purchaser the amount of such Taxes plus interest for every day that such Taxes have not been paid in full calculated at a rate of 12% per annum based on the amount of such Taxes. Notwithstanding anything in this Agreement to the contrary, this obligation to reimburse the Purchaser of any Built-In Gain Tax (including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing) and any interest on such Taxes pursuant to this subsection shall not be subject to the Indemnification Basket Deductible or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction liability limitation provisions of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such TaxesArticle VIII.

Tax Periods Ending on or Before the Closing Date. Sellers shall will prepare or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed all Tax Returns for the prompt and timely payment and satisfaction of any and Company for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before are filed after the Closing Date. Payments for which Buyer will provide Sellers shall be responsible under this Section 9.1 shall not be subject reasonable access to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) information necessary for the prompt and timely payment and satisfaction preparation of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth such Tax Return described in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred sentence prior to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basisfiling. To the extent that permitted by applicable law, Sellers shall include any applicable law income, gain, loss, deduction or regulation imposes upon other tax items for such period on their Tax Returns in a Party manner consistent with the obligation Schedule K-1s forwarded by the Company to report or the Sellers for such periods. Sellers shall reimburse Buyer for Taxes of the Company with respect to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor such periods within fifteen (15) Business Days days after receipt payment by Buyer or the Company of written request therefor such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Financial Statements. Sellers will submit all Tax Returns prepared pursuant to this Section 7.1 to Buyer for Buyer’s review and approval prior to filing such Tax Returns by Sellers. If Buyer has any objections to the positions proposed to be taken by any Seller in any of such Tax Returns, Buyer will notify the Seller within ten business days of receiving such disputed Tax Return. Buyer and such Seller will then work together in good faith to resolve any such objections. If such objections are not resolved by the paying Party following payment Buyer and such Seller within ten business days after the date of Buyer’s written objections, either Buyer or such Seller may submit the disputed Tax Return to the Independent Accountant for resolution of any unresolved dispute. The Independent Accountant will review the disputed Tax Return and all other information reasonably necessary for the Independent Accountant to resolve any such disputes (which information the Parties agree to provide the Independent Accountant upon its request), and then the Independent Accountant will reach a determination of the proper form or substance of the disputed Tax Return. The Independent Accountant will provide the Parties a written copy of its conclusions. The determination and conclusions of the Independent Accountant will be final and binding on the Parties and the Parties agree to not take any position on a Tax Return prepared pursuant to this Section 7.1 inconsistent with the position of the Independent Accountant on such Tax Return. The Parties agree to share the costs of the Independent Accountant under this Section 7.1 equally, with the Sellers together bearing one half of such Taxescosts and the Buyer bearing one half of such costs.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes Buyer and Sellers agree that for Tax purposes the books and records of Sellers whenever arising, (ii) Taxes each of Company and its Subsidiaries payable in respect the SAI Entities shall be closed on the Closing Date. For any taxable period of all taxable periods ending either of the SAI Entities that ends on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Previous Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount Parent Shareholders shall, at their sole cost and expense, timely prepare and timely file with the appropriate Taxing Authority all Tax Returns, reports and forms required to be filed by or on behalf of any the SAI Entities (the “Previous Period Returns”). Except as expressly set forth below, the Parent Shareholders shall be responsible for the payment of all Taxes attributable for such Previous Tax Periods to the Pre-Closing extent not paid or provided for in the Financial Statements. The Parent Shareholders shall furnish to Dendrite for its consent, which consent shall not be unreasonably withheld, copies of each Previous Period Return prior to filing. If Dendrite does not object within ten (10) business days of receipt of such Previous Period Returns, Dendrite shall be deemed to consent to such Previous Period Returns and the Parent Shareholders shall file same with the appropriate Taxing Authority. The Parent Shareholders agree to file, or cause to be filed, all Tax Returns, reports and forms for any Previous Tax Period and attributable to on the Post-Closing Tax Period shall be determined based on an interim closing of basis that the books relevant taxable period ended as of the close of business on the Closing Date. The Parent Shareholders shall, except that Taxes that are calculated to the extent required by applicable law, include any income, gain, loss, deduction or other Tax items for such Previous Tax Periods on their individual income tax returns in a manner consistent with the Schedule K-1‘s for such Previous Tax Periods. (ii) Notwithstanding anything to the contrary set forth in Section 6.6(a)(i), Dendrite shall, at its sole cost and expense, prepare the portion of all Tax Returns to be filed by the Company with the Taxing Authorities of any state or local jurisdiction for the Previous Tax Period which ends on the Closing Date on a periodic or annual pro forma basis (the “Pro Forma S&L Returns”) which reports the tax consequences of the Closing of the Transactions and the Taxes due, if any, to such Taxing Authorities which relate to the Transactions (the “S&L Taxes”). Dendrite shall furnish to the Parent Shareholders for their consent, which consent shall not be unreasonably withheld, a copy of the Pro Forma S&L Returns not less than sixty (60) days prior to filing of the Previous Period Returns which will report the Tax consequences of the Transactions. If the Parent Shareholders do not object within ten (10) business days of receipt of a Pro Forma S&L Returns, the Parent Shareholders shall be allocated on a daily basis. To deemed to consent to such Pro Forma S&L Returns and the extent Parent Shareholders shall cause the Previous Period Returns that any applicable law or regulation imposes upon a Party the obligation they are required to report or to pay Taxes or charges for which another Party is responsible file pursuant to this Section 9.1, 6.6(a)(i) to reflect the Tax consequences of the Transactions in the manner set forth in the Pro Forma S&L Returns. Dendrite shall be responsible Party shall promptly reimburse for the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such all S&L Taxes. (iii) Neither Dendrite nor the Parent Shareholders shall cause the statute of limitations to be extended with respect to any Previous Period Returns of the Company without the express written consent of the other party.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arisingThe Seller Parties shall cause to be prepared, (ii) Taxes of Company and its Subsidiaries payable in respect of draft form, all taxable income Tax Returns for the Acquired Companies for all Tax periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on prior to the Closing Date (the “Pre-Closing Tax Periods”) the due date of which is after the Closing Date. Collectively, all such portion being income Tax Returns are hereinafter referred to as the “Pre-Closing Tax Period”Acquisition Returns.” All draft Pre-Acquisition Returns shall be prepared consistently with Section 7.4(b) and also in a manner consistent with the past practice of the Acquired Companies, unless otherwise required by Law; provided, however, that none of the draft Pre-Acquisition Returns shall reflect any position for which there is not “substantial authority” (within the meaning of Section 6662(d)(2)(B)(i) of the Code). (ii) The parties acknowledge and agree that notwithstanding the provisions concerning the preparation of the draft Pre-Acquisition Returns, the Purchaser has the ultimate responsibility to have prepared, timely filed and to have one of its authorized officers execute all such Pre-Acquisition Returns. Accordingly, the Seller Parties shall ensure that each of the draft Pre-Acquisition Returns, together with the related supporting information, shall be provided to the Purchaser no later than August 1, 2014. (iii) any Upon receipt thereof, the Purchaser shall have the right to review and all Taxes provide comments on such draft Pre-Acquisition Return to the Shareholder. If the Purchaser disagrees with the amount of any Person Taxes, other calculations or one or more return positions reflected on such draft Pre-Acquisition Return, it shall provide written notification thereof (other than Company or its Subsidiariesa “Tax Dispute Notice”) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or the Shareholder at least thirty (30) days before the Closing Datedue date for the filing of such draft Pre-Acquisition Return, after which the parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Payments for which Sellers If the Shareholder and the Purchaser are unable to resolve such disagreement within ten (10) days after the receipt of the Tax Dispute Notice, then such disagreement shall be responsible under this Section 9.1 shall not be subject resolved by the Accounting Referee pursuant to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as procedures set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”Section 3.4(c). In the case event the Purchaser or the Seller Parties receive any notice or correspondence from the IRS or any relevant Tax authority related to any Pre-Acquisition Return, such Party shall promptly provide the other Party with a copy of any taxable period that includes such notice or correspondence. (but does not end oniv) the Closing Date (a “Straddle Period”)The Purchaser shall prepare or cause to be prepared, the amount of any Taxes attributable and timely file or cause to the be timely filed, all Tax Returns for Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes Periods that are calculated on a periodic or annual basis shall be allocated on a daily basisnot income Tax Returns. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within At least fifteen (15) Business Days after receipt of written request therefor by before the paying Party following payment due date for the filing of such non-income Tax Returns, Purchaser shall furnish draft copies of such Tax Returns, along with supporting information, to the Shareholder who, along with its tax advisors, shall have the opportunity to review such draft Tax Returns. If the Shareholder disagrees with the amount of Taxes, other calculations or one or more return positions reflected on such draft Tax Returns, it shall provide written notification thereof at least five (5) days before the due date of such Tax Returns after which the parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Notwithstanding the time periods set forth above, the Purchaser shall be free to file such Tax Returns by their respective due dates.

Tax Periods Ending on or Before the Closing Date. Sellers The Company or the Shareholders’ Representative, on behalf of the Company or the Surviving Corporation (as the case may be), shall timely file (including without limitation extensions of time to file) all federal and state income Tax Returns for the Company for taxable periods ending on or prior to the Closing Date and have paid or will pay all Taxes attributable to such periods (the “Short Period Returns”). Such returns will be prepared and filed in accordance with applicable Laws and in a manner consistent with past practices and shall be responsible (subject to review by SafeNet within a reasonable period of time prior to the filing thereof. The Shareholders’ Representative and SafeNet shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for direct the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes Escrow Agent to sell Escrow Shares to obtain funds to pay to the Shareholders’ Representative an amount equal to the portion of Company and its Subsidiaries payable in respect Taxes reported on such Tax Returns that relate to the portion of all such taxable periods period ending on or before the Closing Date and, that were not paid before the Closing Date and that were not reserved for any Straddle Period (as defined below), the portion thereof ending on the Closing Date Balance Sheet (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income), except to the extent that such portion being referred to Taxes (A) are allowable and recoverable costs for inclusion in the costs of agreements with Tax authorities, or (B) arise as a result of an election under Section 338(h)(10) of the Code or any analogous provision of state or local law (each such election, a “Pre-Closing Tax PeriodSection 338 Election”) and (iii) any and all Taxes of any Person (other than would not have been incurred by the Company or its Subsidiaries) imposed the Surviving Corporation had the Section 338 Election not been made. SafeNet shall pay to the Shareholders’ Representative an amount equal to the portion of Company Taxes reported on Company as transferee or successor, by contract or otherwise, which Taxes such Tax Returns that relate to an event or transaction occurring the portion of such taxable period ending on or before the Closing DateDate that (x) were reserved for on the Closing Date Balance Sheet (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income), (y) are allowable and recoverable costs for inclusion in the costs of agreements with Tax authorities, or (z) arise as a result of a Section 338 Election and would not have been incurred by the Company or the Surviving Corporation had the Section 338 Election not been made. Payments for which Sellers Prior to filing any Short Period Return, the Shareholder Representative shall be responsible afford SafeNet a reasonable opportunity to review the proposed form of any Short Period Return and comment thereon. Amounts payable by SafeNet under this Section 9.1 6.6(a)(i) shall not be subject paid to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor Shareholders’ Representative within fifteen (15) Business Days days after receipt of written request therefor by the paying Party following payment proposed form of the Short Period Return to which such Taxesamount relates.

Tax Periods Ending on or Before the Closing Date. The Sellers shall prepare or cause to be responsible (prepared all Tax Returns for each member of the Maple Group for all Tax periods ending prior to the Closing Date which are to be filed prior to the Closing Date. The Buyer shall prepare or cause to be prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed all Tax Returns for each member of the prompt and timely payment and satisfaction of any and Maple Group for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable Tax periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on prior to the Closing Date (such portion being referred to as the “Pre-Closing Tax PeriodPeriods”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate are required to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning filed after the Closing Date and, in a manner that is consistent with the historic tax and accounting methods of such member of the Maple Group; provided that such methods are not contrary to applicable law. The Seller shall reimburse Buyer for any Straddle Period, the portion thereof commencing from the day following the Closing Date (cost of preparing such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to Tax Returns; provided, however that the PostSeller shall have approved such cost in advance, which such approval shall not be unreasonably withheld. The Sellers shall be responsible for all Taxes of the Maple Group for all Pre-Closing Tax Period Periods and shall pay to (or as directed by) the Buyer any Taxes of the Maple Group for all Pre-Closing Tax Periods to the extent such Taxes (x) have not already been paid by the Maple Group prior to the Closing or (y) are not reflected in the accrual for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Balance Sheet, and such payments shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any made in each applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor case within fifteen (15) Business Days days after receipt the date when the Buyer notifies the Sellers of written request therefor by the paying Party following payment an amount of such TaxesTaxes that is payable to the relevant Taxing Authority.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of Sellers whenever arising, (ii) Taxes of the Company and its Subsidiaries payable in respect of for all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax PeriodPeriods (each, a “Seller Return”). Each Seller Return shall be prepared in accordance with applicable Laws and past practice and the Final Allocation (to the extent relevant). Buyer shall permit the Seller Representative a reasonable opportunity to review each Seller Return at least thirty (30) days prior to filing and shall consider in good faith all comments reasonably proposed by Seller Representative. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed all Straddle Period Tax Returns of the Company and its Subsidiaries. Such Straddle Period Tax Returns shall be prepared in a manner consistent with past practices and shall be provided to the Seller Representative for review and approval not later than thirty (30) days before the due date for filing such Straddle Period Tax Returns (including extensions). If the Seller Representative does not provide Buyer with a written description of the items in the Straddle Period Tax Returns that it intends to dispute within twenty-one (21) days following the delivery to it of such documents, it shall be deemed to have accepted and agreed to such documents in the form provided. Buyer and the Seller Representative agree to consult with each other and to resolve in good faith any timely-raised issue arising as a result of the review of such Straddle Period Tax Returns to permit the filing of such Straddle Period Tax Returns as promptly as possible. In the event the parties are unable to resolve any dispute within ten (10) days following the delivery of written notice by the Seller Representative of such dispute, the Seller Representative and Buyer shall jointly request the Independent Auditor to resolve any issue in dispute at least five (5) business days before the due date of such Straddle Period Tax Return, in order that such Tax Return may be timely filed. The Independent Auditor shall make a determination with respect to any disputed issue. The Seller Representative (on behalf of the Sellers) and Buyer shall each bear one-half of the Independent Auditor’s fees and expenses, and the determination of the Independent Auditor shall be binding on all parties. (iii) any The Company shall (and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmlesscause the Company to) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), pay the amount of all unpaid Taxes shown to be due on each Seller Return and Straddle Period Tax Return. Within five (5) Business Days following such payment, or five (5) Business Days before the date such Taxes are due (whichever is earlier), Sellers shall pay to Buyer (A) the amount of all unpaid Taxes shown on any Seller Return and (B) the amount of all unpaid Taxes attributable to the Pre-Closing Tax Period and attributable (as determined under Section 9.1(d)) shown on any such Straddle Period Tax Return, in each case except to the Post-Closing Tax Period shall be determined based on an interim closing extent of the books as amount of the Closing Date, except that any Taxes that are calculated on were expressly taken into account as a periodic or annual basis shall be allocated on a daily basis. To Current Liability in the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt calculation of written request therefor by the paying Party following payment of such TaxesNet Working Capital.

Tax Periods Ending on or Before the Closing Date. Sellers The Seller shall prepare or cause to be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) prepared all Tax Returns for the prompt and timely payment and satisfaction of any and Companies for all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on prior to the Closing Date (such portion being referred to as the “Pre-Closing Period Tax PeriodReturns”) ). The Seller shall permit the Buyer and (iii) any PubCo to review and all Taxes comment on each such Pre-Closing Period Tax Return prior to filing and shall furnish a copy of any Person such Pre-Closing Period Tax Return that it proposes be filed to Buyer and PubCo for such review at least 20 days before the proposed filing date and shall consult with Buyer and PubCo (other than Company without obligation to make such changes, unless they are required to comply with Law or its Subsidiarieswould not result in higher tax liability for Seller) imposed on Company with respect to any changes thereto as transferee may be reasonably requested by Buyer or successor, by contract or otherwise, which Taxes relate PubCo. Seller shall elect to an event or transaction occurring change AMBI’s method of accounting from the “cash” method to the “accrual” method for the period ending on or before prior to the Closing Date. Payments for which Sellers The Seller shall timely file (or cause to be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmlesstimely filed) for the prompt and timely payment and satisfaction of all Pre-Closing Period Tax Returns; provided, however, if any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning Pre-Closing Period Tax Return is due after the Closing Date and, for any Straddle Period, and the portion thereof commencing from the day following the Closing Date (Seller is not authorized to file such portion being referred to as the “PostPre-Closing Period Tax Period”Return by Law, Buyer shall promptly file (or cause to be promptly filed) such Pre-Closing Period Tax Return as prepared and furnished by the Seller to the Buyer or PubCo in conformity with the second sentence of this Section 9(a). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Seller shall pay all Taxes attributable due and owing with respect to the Pre-Closing Period Tax Period and attributable Returns to the Post-Closing extent such Taxes are not reflected in the reserve for Tax Period shall be determined based Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on an interim closing the face of the books Most Recent Balance Sheet (rather than the notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with ordinary custom and practices of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of Companies in creating and maintaining such Taxesreserves.

Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arisingThe Shareholders shall cause to be prepared, (ii) Taxes of Company and its Subsidiaries payable in respect of draft form, all taxable income Tax Returns for the Acquired Companies for all Tax periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on prior to the Closing Date (the “Pre-Closing Tax Periods”) the due date of which is after the Closing Date. Collectively, all such portion being income Tax Returns are hereinafter referred to as the “Pre-Closing Tax Period”Acquisition Returns.” All draft Pre-Acquisition Returns shall be prepared consistently with Section 7.4(b) and also in a manner consistent with the past practice of the Acquired Companies, unless otherwise required by Law; provided, however, that none of the draft Pre-Acquisition Returns shall reflect any position for which there is not “substantial authority” (within the meaning of Section 6662(d)(2)(B)(i) of the Code). (ii) The Parties acknowledge and agree that notwithstanding the provisions concerning the preparation of the draft Pre-Acquisition Returns, the Purchaser has the ultimate responsibility to have prepared, timely filed and to have one of its authorized officers execute all such Pre-Acquisition Returns. Accordingly, the Shareholders shall ensure that each of the draft Pre-Acquisition Returns, together with the related supporting information, shall be provided to the Purchaser no later than twenty (20) Business Days prior to the due date (taking into account any valid extensions of time) for the filing of such Pre-Acquisition Returns. (iii) any Upon receipt thereof, the Purchaser shall have the right to review and all Taxes provide comments on such draft Pre-Acquisition Return to the Shareholders. If the Purchaser disagrees with the amount of any Person Taxes, other calculations or one or more return positions reflected on such draft Pre-Acquisition Return, it shall provide written notification thereof (other than Company or its Subsidiariesa “Tax Dispute Notice”) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or the Shareholders at least thirty (30) days before the Closing Datedue date for the filing of such draft Pre-Acquisition Return, after which the Parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Payments for which Sellers If the Shareholders and the Purchaser are unable to resolve such disagreement within ten (10) days after the receipt of the Tax Dispute Notice, then such disagreement shall be responsible under this Section 9.1 shall not be subject resolved by the Accounting Referee pursuant to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as procedures set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”Section 3.4(c). In the case event the Purchaser or a Shareholder receives any notice or correspondence from the IRS or any relevant Tax authority related to any Pre-Acquisition Return, such Party shall promptly provide the other Party with a copy of any taxable period that includes such notice or correspondence. (but does not end oniv) the Closing Date (a “Straddle Period”)The Purchaser shall prepare or cause to be prepared, the amount of any Taxes attributable and timely file or cause to the be timely filed, all Tax Returns for Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes Periods that are calculated on a periodic or annual basis shall be allocated on a daily basisnot income Tax Returns. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within At least fifteen (15) Business Days after receipt of written request therefor by before the paying Party following payment due date for the filing of such non-income Tax Returns, Purchaser shall furnish draft copies of such Tax Returns, along with supporting information, to the Shareholders who, along with their tax advisors, shall have the opportunity to review such draft Tax Returns. If the Shareholders disagree with the amount of Taxes, other calculations or one or more return positions reflected on such draft Tax Returns, it shall provide written notification thereof at least five (5) days before the due date of such Tax Returns after which the Parties shall cause their respective tax advisors to confer in good faith to mutually resolve such disagreement. Notwithstanding the time periods set forth above, the Purchaser shall be free to file such Tax Returns by their respective due dates.

Tax Periods Ending on or Before the Closing Date. Sellers The Company shall prepare or cause to be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt prepared and timely payment file or cause to be timely filed (after taking into account all appropriate extensions) all Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (“Seller Prepared Tax Returns”) and satisfaction the Seller shall timely pay or cause to be timely paid all Taxes shown as due on such Tax Returns. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed (after taking into account all appropriate extensions) all Tax Returns of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of the Company and its Subsidiaries payable in respect of all for taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on “Pre-Closing Taxable Periods”) that are due after the Closing Date (such portion being referred to as the “Pre-Closing Buyer Prepared Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax PeriodReturns”). In The Buyer shall permit the case of any taxable period Seller to review and comment on each Buyer Prepared Tax Return with respect to which the Seller is required to pay a Tax shown as due on such Tax Return or which Tax Return shows a refund that includes (but does not end on) the Closing Date (will give rise to a “Straddle Period”), the amount of any Taxes attributable payment to the Seller under Section 5.7(d)(iii) at least 10 days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. The Company shall not amend any Tax Return for any Pre-Closing Tax Period and attributable (other than as a result of claiming a Tax refund pursuant to Section 5.7(d)(iii)) without the Post-Closing Tax Period shall be determined based on an interim closing written consent of the books as of Seller, which shall not be unreasonably withheld. All Tax Returns to be prepared by or for the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible Company pursuant to this Section 9.15.7(b) shall be prepared in a manner consistent with the past procedures, practices, and accounting methods of the Company, except as otherwise required by Legal Requirements. The Seller shall be responsible for all Taxes of the Company for all Pre-Closing Taxable Periods including Taxes resulting from any Contest, and shall pay to (or as directed by) the Company any Taxes of the Company for all Pre-Closing Taxable Periods except to the extent that such Taxes are taken into account in the final determination of Closing Working Capital. If the Seller is obligated to pay any Tax of the Company, the responsible Party Seller shall promptly reimburse pay such Tax as directed no later than five business days prior to the due date for paying Party therefor such Tax to the applicable Governmental Authority. The Company shall retain McGladrey & ▇▇▇▇▇▇ LLP to prepare the IRS Form 1120 for the Company for the year ended on the Closing Date and all state and local income Tax Returns for such period, each and all of which shall be prepared within fifteen (15) Business Days after receipt of written request therefor by 180 days following the paying Party following payment of such TaxesClosing Date.

Tax Periods Ending on or Before the Closing Date. Sellers SolarWinds shall prepare, or cause to be responsible prepared, and file, or cause to be filed, on a timely basis and on a basis reasonably consistent with Confio’s past practice (and shall jointly and severally indemnify and hold Companyunless SolarWinds is advised in writing otherwise by its independent outside accountants or attorneys that such practice is contrary to applicable Law), its Subsidiaries and Buyer harmless) all Tax Returns with respect to Confio for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before prior to the Closing Date and, for any Straddle Period and required to be filed thereafter (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax PeriodPrior Period Returns”). The reasonable costs of preparing and filing all such Prior Period Returns shall be the responsibility of the Equity Holders and SolarWinds shall be entitled to be reimbursed such costs from the Escrow Fund established pursuant to Section 7.4 hereof. SolarWinds shall provide a draft copy of such Prior Period Returns to the Equity Holder Representative for its review at least ten (10) Business Days prior to the due date thereof. The Equity Holder Representative shall provide his comments to SolarWinds at least five (5) Business Days prior to the due date of such Prior Period Returns and SolarWinds shall make all changes reasonably requested by the Equity Holder Representative in good faith (iiiunless SolarWinds is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will have a material adverse effect on SolarWinds or any and all Taxes of its Affiliates in any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before taxable period ending after the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes Within five (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (155) Business Days after receipt the date on which SolarWinds pays any Taxes of written request therefor by Confio with respect to any Prior Period Returns, the paying Party following payment Confio Equity Holders shall, to the extent such Taxes have not been accrued or otherwise reserved for on the Estimated Closing Balance Sheet and taken into account as a current liability for purposes of calculating the Closing Working Capital Amount, pay to SolarWinds the amount of such TaxesTaxes that relates to the Prior Period Returns. In the event that the Confio Equity Holders for any reason fail to make the payment contemplated in the previous sentence, then SolarWinds may bring an indemnification claim under Article VII.

Tax Periods Ending on or Before the Closing Date. Sellers shall The Seller will prepare or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed all Tax Returns of the Company Group Entities for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on prior to the Closing Date (each such portion being referred to as the period, a “Pre-Closing Tax Period”) that are required to be filed (taking into account all properly obtained extensions) after the Closing Date (each, a “Pre-Closing Tax Return”). For each such Pre-Closing Tax Return, the Seller will permit the Buyer to review and comment on such Pre-Closing Tax Return prior to filing (iiior delivering for filing by the Buyer) and will consider in good faith any and all Taxes revisions to such Tax Returns as are reasonably requested by the Buyer. Without duplication of any Person (other than Company or its Subsidiaries) right to recovery herein, for any such Pre-Closing Tax Returns reporting Taxes imposed on a Company as transferee Group Entity and for which a Company Group Entity is primarily liable under Law, the Seller shall reimburse the Buyer for such Taxes paid by or successor, by contract on behalf of a Company Group Entity reflected on such Pre-Closing Tax Returns. The Seller shall have the right to control and represent the Company Group Entities with respect to any Tax claims or otherwise, which Taxes relate to an event or transaction occurring audits for Tax periods ending on or before the Closing Date. Payments for ; provided, however, that with respect to the Tax Equity Partnerships, Seller shall have such right only to the extent expressly permitted by the Tax Equity Partnership Agreements (subject to the Buyer’s reasonable cooperation and exercising its rights under the Tax Equity Partnership Agreements in favor of the Seller (as such rights pertain to such Tax claims or audits)); provided, further, that with respect to any such Tax claims or audits, (w) the Seller shall keep the Buyer reasonably and timely informed with respect to the commencement, status and nature of any such Tax claim or audit, (x) the Buyer shall have the right to participate in (but not to settle) any such Tax claim or audit at its expense, (y) the Seller shall not settle any such Tax claims or audits without the consent of the Buyer, which Sellers shall be responsible under this Section 9.1 consent shall not be subject unreasonably withheld, conditioned or delayed and (z) the Buyer shall to the Indemnification Basket extent it has the power to do so cause the Company Group Entities to promptly, file any powers of attorney or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic documents required or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor reasonably requested by the paying Party following payment of Seller to allow the Seller to represent the Company Group Entities in such TaxesTax claims or audits.

Tax Periods Ending on or Before the Closing Date. Sellers The Securityholder Representative shall prepare or cause to be responsible (prepared and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) file or cause to be filed all Tax Returns of the Company for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and(“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) , file any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, Tax Return for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and attributable their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the Postamounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Tax Period Taxable Periods, including Taxes resulting from any Contest. Such payments shall be determined based made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on an interim closing the federal income Tax Return of the books as of Company for the period ending on the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall unless otherwise required to be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible reported pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxesapplicable Law.

Tax Periods Ending on or Before the Closing Date. Sellers (A) Buyer (at its expense) shall prepare, or cause to be responsible (prepared, and shall jointly file, or cause to be filed all Tax Returns of the Acquired Companies and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred Parent which are required to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before be filed after the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject With respect to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period Return that includes (but does not end on) the Closing Date (covers a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and for which Buyer may seek indemnification pursuant to Article X, Buyer shall: (1) in the case of the Company’s U.S. federal income Tax Return (Form 1065), prepare the Schedule K-1s relating to the Company’s U.S. federal income Tax Return (Form 1065) (and any Schedule K-1s or similar schedules required by any other Taxing Authority) in a manner that reflects the allocation of taxable items set forth under the Company LLC Agreement and consistent with past practice, except as otherwise required by applicable Law or fact; (2) provide a draft copy of such Tax Returns to both of the Representatives at least thirty (30) days prior to Buyer’s chosen timely filing date (including extensions) for such Tax Returns; and (3) reasonably consider in good faith any and all comments provided by the Representatives to the Buyer with respect to such Tax Returns. To the extent required by applicable Law and subject to the rights (set forth above) of the Representatives to review and comment on the related relevant Tax Returns, the Madison Group Sellers and Parent shall include income, gain, loss, deduction or other tax items attributable to the Postoperations of the Company that arises from any Pre-Closing Tax Period (“Pre-Closing Income”) on their respective Tax Returns in a manner consistent with their allocable share of Pre-Closing Income set forth on their respective Schedule K-1s or other Tax reporting documents attributable to their pre-Closing ownership of the Company (and indirect ownership of the Subsidiaries of the Company) (with respect to each Madison Group Seller and Parent, its “Allocable Share”) and as shall be determined based on an interim closing furnished to the Madison Group Sellers and Parent by the Buyer or Company for such periods; provided, that with respect to Parent’s Allocable Share of Pre-Closing Income, the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis Parent Shareholders shall be allocated obligated (subject to the rights (set forth above) to the Parent Shareholders’ Representative to review and comment on the related relevant Tax Returns), to remit the amount of Taxes incurred by Parent, as a daily basis. To result of Parent’s Allocable Share of Pre-Closing Income, to the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor Buyer within fifteen (15) Business Days days of receiving: (Y) written notice from the Buyer of the amount to be remitted, and (Z) the relevant Schedule K-1s or other Tax reporting document that reflects the Parent’s Allocable Share of Pre-Closing Income. (B) Neither the Buyer nor any of its Affiliates shall (or after receipt the Closing, shall cause or permit the Parent or the Acquired Companies to) (1) amend, refile or otherwise modify any Tax Returns of the Acquired Companies or the Parent that cover a Pre-Closing Tax Period or (2) make any Tax election with respect to any of the Acquired Companies or the Parent that has a retroactive effect to any Pre-Closing Tax Period, in each case without the prior written request therefor by consent (which shall not be unreasonably withheld, conditioned, delayed or denied) of both of the paying Party following payment of such TaxesRepresentatives.

Tax Periods Ending on or Before the Closing Date. Sellers (a) Buyer shall prepare, or cause to be responsible (prepared, and shall jointly and severally indemnify and hold Companyfile, its Subsidiaries and Buyer harmless) or cause to be filed, all Tax Returns for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable (other than Income Tax Returns) for Tax periods ending on or before prior to the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before that are filed after the Closing Date. Payments Buyer shall provide Seller with copies of any such Tax Returns for which Sellers shall be responsible under this Section 9.1 shall not be subject Seller’s reasonable review and comment, at least thirty (30) days prior to the Indemnification Basket or due date thereof. If, within twenty (20) days after the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for receipt of the prompt and timely payment and satisfaction of any and all Tax Return, Seller (i) Taxes notifies Buyer that it disputes the manner of Buyer whenever arising preparation of the Tax Return and (ii) provides Buyer with a statement setting forth in reasonable detail its proposed form of such Tax Return, then Buyer and Seller shall attempt to resolve their disagreement within five (5) days following Seller’s notification of Buyer of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants shall resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants shall be borne by the Party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by Seller and half by Buyer. Seller shall pay to Buyer, no later than five (5) Business Days before the due date for the payment of Taxes with respect to such Tax Return, all Taxes shown as due thereon, but only to the extent such Taxes are not reflected as a liability for purposes of Company (other than as calculating Working Capital or included in the Debt Amount or M▇▇▇▇▇ S▇▇▇▇▇▇ Obligations set forth in on the preceding sentenceClosing Statement. (b) payable in respect of Seller shall prepare, or cause to be prepared, and Buyer shall file, or cause to be filed, all taxable Income Tax Returns for the Company and its Subsidiaries for Tax periods beginning ending on or prior to the Closing Date that are filed after the Closing Date andDate. Seller shall provide Buyer with copies of any such Income Tax Returns for Buyer’s reasonable review and comment at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto). If, for any Straddle Periodwithin twenty (20) days after the receipt of the Income Tax Return, Buyer (i) notifies Seller that it disputes the manner of preparation of the Income Tax Return and (ii) provides Seller with a statement setting forth in reasonable detail its proposed form of such Income Tax Return, then Buyer and Seller shall attempt to resolve their disagreement within five (5) days following Buyer’s notification of Seller of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the portion thereof commencing dispute shall be submitted to the Accountants. The Accountants shall resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants shall be borne by the Party whose calculation of the matter in disagreement differs the most from the day following calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by Seller and half by Buyer. Seller shall pay all Taxes due with respect to such Income Tax Returns, but only to the extent such Income Taxes are not reflected as a liability for purposes of calculating Working Capital or included in the Debt Amount or M▇▇▇▇▇ S▇▇▇▇▇▇ Obligations set forth on the Closing Date Statement. (such portion being referred c) This Section 8.2 shall not apply to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Returns covered in Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxes8.3.