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

Tax Periods Ending on or Before the Closing Date. FSAC shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis (in each case, at its sole cost and expense) and on a basis reasonably consistent with past practice (unless FSAC is advised otherwise by its outside tax consultants), all Tax Returns with respect to ATS and the Acquired Subsidiaries for taxable periods ending on or prior to the Closing Date and required to be filed thereafter (the “Prior Period Returns”). FSAC shall provide a draft copy of such Prior Period Returns to the Shareholders’ Representative for its review at least fifteen (15) Business Days prior to the due date thereof. The Shareholders’ Representative shall provide its comments to FSAC at least five Business Days prior to the due date of such returns and FSAC shall make all changes requested by ATS in good faith (unless FSAC is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to, have a material adverse effect on FSAC or any of its Affiliates (provided that FSAC agrees to make any such changes notwithstanding the application of this clause (ii) if the changes are consistent with applicable Law and past practices of the Companies)). Except as provided in Section 5.11(c), and only to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheets (and specifically reflected in Closing Net Working Capital), the Founders shall pay, or cause to be paid, all Taxes with respect to ATS and the Acquired Subsidiaries shown to be due on such Prior Period Returns. In the event that the Founders for any reason fail to make the payment contemplated in the previous sentence, then FSAC may bring an indemnification claim under ARTICLE IX.

Tax Periods Ending on or Before the Closing Date. FSAC (a) Sellers shall prepare, prepare or cause to be prepared, prepared and file, file or cause to be filed, on a timely basis (in each case, at its sole cost and expense) and on a basis reasonably consistent with past practice (unless FSAC is advised otherwise by its outside tax consultants), filed all Tax Returns with respect to ATS and returns for the Acquired Subsidiaries Target for taxable all periods ending on or prior to the Closing Date and required which are filed after the Closing Date. Seller shall reimburse Buyer for Taxes of the Target with respect to be filed thereafter (the “Prior Period Returns”). FSAC shall provide a draft copy of such Prior Period Returns to the Shareholders’ Representative for its review at least periods within fifteen (15) Business Days prior to days after payment by Buyer or the due date thereof. The Shareholders’ Representative shall provide its comments to FSAC at least five Business Days prior to the due date Target of such returns and FSAC shall make all changes requested by ATS in good faith (unless FSAC is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to, have a material adverse effect on FSAC or any of its Affiliates (provided that FSAC agrees to make any such changes notwithstanding the application of this clause (ii) if the changes are consistent with applicable Law and past practices of the Companies)). Except as provided in Section 5.11(c), and only Taxes to the extent such Taxes have are not been accrued or otherwise reserved 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 Target's balance sheet as of the closing date (the "Closing Balance Sheets Sheet"). (b) Any such Return shall be prepared in a manner consistent with past practice and specifically reflected without a change of any election or accounting method. Sellers shall permit Buyer to review and comment on each such Tax Return described in Closing Net Working Capitalthe preceding sentence at least thirty (30) business days prior to the filing due date (with extensions). If Buyer, within ten (10) days after delivery of any such proposed Return notifies Sellers in writing that Buyer objects to any items in such Return, the Founders parties will negotiate in good faith to resolve such dispute. If the parties fail to resolve such dispute within five (5) business days, the disputed items shall paybe resolved (within a reasonable time, or cause taking into account the filing deadline of such Return) by a nationally recognized independent accounting firm chosen and mutually acceptable to both Buyers and Sellers. Upon resolution of all such items, the relevant Return shall be paidadjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, all Taxes with respect to ATS fees and expenses of such accounting firm shall be borne equally by Buyer and the Acquired Subsidiaries shown to be due on such Prior Period Returns. In the event that the Founders for any reason fail to make the payment contemplated in the previous sentence, then FSAC may bring an indemnification claim under ARTICLE IXSellers.

Tax Periods Ending on or Before the Closing Date. FSAC Parent shall prepare, prepare and cause to be prepared and timely file or cause to be prepared, and file, or cause to be filed, on a timely basis (in each case, at its sole cost and expense) and on a basis reasonably consistent with past practice (unless FSAC is advised otherwise by its outside tax consultants), filed all Tax Returns with respect to ATS and for the Acquired Subsidiaries Company for taxable all periods ending on or prior to the Closing Date and required to that are filed after the Closing Date. Such Tax Returns shall be filed thereafter (the “Prior Period Returns”). FSAC shall provide a draft copy of such Prior Period Returns prepared, subject to the Shareholdersrequirements of applicable Law, in accordance with past practice of the Company and shall be subject to the Sellers’ Representative’s approval (which approval shall not be unreasonably withheld or delayed) and shall be delivered to the Sellers’ Representative for its review at least fifteen seventy five (1575) Business Days days prior to the due date thereof. The Shareholders’ Representative shall provide its comments to FSAC in the case of income Tax Returns, and at least five Business Days thirty (30) days prior to the due date (or if, as of the Closing Date, less than thirty (30) days remain before filing is due, one third ( 1⁄3) of the days remaining between the Closing Date and the filing due date) in the case of any other Tax Returns, for review and approval. Within ten (10) Business Days following the delivery of such returns Tax Return to the Sellers’ Representative, the Sellers’ Representative shall notify Parent of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Sellers’ Representative fails to notify Parent of any dispute within such ten (10) Business Day period, such Tax Return shall be deemed to be accepted by the Sellers’ Representative. If the Sellers’ Representative notifies Parent in writing of any objection regarding such Tax Return within the time periods set forth in this Section 6.3(a), Parent and FSAC the Sellers’ Representative shall make all changes requested by ATS cooperate in good faith to resolve such dispute as promptly as possible. If Parent and the Sellers’ Representative are unable to resolve the dispute within ten (unless FSAC is advised in writing by 10) Business Days after receipt of such objection, the Sellers’ Representative shall submit such disputed items to the Independent Accounting Firm for resolution. The Independent Accounting Firm shall, within forty-five (45) calendar days following its independent outside accountants or attorneys that selection, deliver to Parent and the Sellers’ Representative a written report setting forth its determination as to such changes disputed items (i) are contrary to applicable Law, or (ii) will, or are likely to, have a material adverse effect on FSAC or any of its Affiliates (provided that FSAC agrees to make any and only such changes notwithstanding the application of this clause (ii) if the changes are consistent with applicable Law and past practices of the Companies)). Except as provided in Section 5.11(cdisputed items), and only to its determinations will be conclusive and binding upon the extent such Taxes have not been accrued or otherwise reserved parties thereto for the purposes hereof. The fees and disbursements of the Independent Accounting Firm shall be apportioned equally (50/50) between the Sellers’ Representative (on behalf of the Sellers), on the Closing Balance Sheets (one hand, and specifically reflected in Closing Net Working Capital)Parent, on the Founders shall pay, or cause to be paid, all Taxes with respect to ATS and the Acquired Subsidiaries shown to be due on such Prior Period Returns. In the event that the Founders for any reason fail to make the payment contemplated in the previous sentence, then FSAC may bring an indemnification claim under ARTICLE IXother hand.

Tax Periods Ending on or Before the Closing Date. FSAC shall prepareThe Representative shall, or at the Equityholders’ expense, cause to be prepared, and file, or cause to be filed, on a timely basis prepared all (in each case, at its sole cost and expenseA) and on a basis reasonably consistent with past practice (unless FSAC is advised otherwise by its outside tax consultants), all Tax Returns with respect to ATS for any Income Taxes of BRLLC, BRINC and the Acquired any of their respective Subsidiaries for all taxable periods ending on or prior to the Closing Date (the “Final Tax Returns”) and (B) all other Tax Returns of BRLLC, BRINC and any of their respective Subsidiaries required to be filed thereafter (the “Prior Period Returns”). FSAC shall provide a draft copy of such Prior Period Returns taking into account extensions) prior to the Shareholders’ Representative for its review at least fifteen (15) Business Days Closing Date. All Tax Returns will be prepared in a manner consistent with prior returns, unless otherwise required by law. The Equityholders shall deliver each Final Tax Return to Kenexa Technology no later than 45 days prior to the due date thereoffor filing such Final Tax Return, for Kenexa Technology’s review and approval. The Shareholders’ Representative Kenexa Technology shall provide its comments be deemed to FSAC at least five Business Days prior have approved a Final Tax Return unless it delivers a written notice of disagreement to the due date Representative within 10 days of the receipt of such returns Final Tax Return. If Kenexa Technology delivers a notice of disagreement, Kenexa Technology and FSAC shall make all changes requested by ATS the Representative will negotiate in good faith to resolve the issues, but if they have not resolved the issues within five (unless FSAC is advised in writing by its independent outside accountants or attorneys that such changes (i5) are contrary to applicable Law, or (ii) will, or are likely to, have a material adverse effect on FSAC or any of its Affiliates (provided that FSAC agrees to make any such changes notwithstanding the application of this clause (ii) if the changes are consistent with applicable Law and past practices days of the Companies)). Except as provided in Section 5.11(c)Representative’s receipt of the notice of disagreement, and only the items of disagreement shall be submitted to the extent such Taxes have Settlement Accountants for review, with instructions that no items shall be resolved in the favor of the Representative unless the Settlement Accountants advise, in writing, that the position of the Representative is more likely than not been accrued or otherwise reserved for on the Closing Balance Sheets (and specifically reflected in Closing Net Working Capital), the Founders shall pay, or cause to be paid, all Taxes with respect to ATS and accepted by the Acquired Subsidiaries shown to be due on such Prior Period Returns. In the event that the Founders for any reason fail to make the payment contemplated in the previous sentence, then FSAC may bring an indemnification claim under ARTICLE IXrelevant Tax authority.

Tax Periods Ending on or Before the Closing Date. FSAC The Company shall prepare, prepare or cause to be prepared, prepared and file, file or cause to be filedfiled all separate (i.e., on a timely basis (in each case, at its sole cost and expensenon-consolidated) and on a basis reasonably consistent with past practice (unless FSAC is advised otherwise by its outside tax consultants), all Tax Returns with respect to ATS and of the Acquired Subsidiaries Company for taxable periods ending on or before the Closing Date (“Pre-Closing Tax Periods”) that have not been filed prior to the Closing Date Date. The Company shall permit the Seller to review and required comment on each such Tax Return described in the prior sentence 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 without the written consent of the Seller, which shall not be unreasonably withheld. All Tax Returns to be filed thereafter (prepared by or for the Company pursuant to this Section 5.7(b) shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by law, and the parties agree that the Seller’s Expenses and the Sale Bonuses, and all income and gain or loss reported with respect to the deemed sale of assets as a result of the 338(h)(10) Election, are properly reportable on such Tax Returns ending on the Closing Date, and accordingly any foreign, state, and/or local rules comparable to the “Prior Period Returns”)next day rule” of Reg. FSAC shall provide a draft copy of such Prior Period Returns §1.1502-76(b)(1)(ii)(B) or other rules applicable to the Shareholders’ Representative closing of a business day in connection with a change in ownership of stock are, to the maximum extent permitted by Legal Requirements, inapplicable in connection with the preparation of any such Tax Returns. In accordance with and subject to the provisions of ARTICLE VIII, the Seller shall be responsible for its review at least fifteen all Taxes (15i) Business Days of the Seller, and (ii) of the Company for all Pre-Closing Tax Periods, including Taxes resulting from any Contest and Taxes resulting from the 338(h)(10) Election, and shall pay to (or as directed by) the Company any Taxes of the Company for all Pre-Closing Tax Periods except to the extent that such Taxes are taken into account in the final determination of Closing Working Capital. Such payments shall be made no later than five business days prior to the due date thereof. The Shareholders’ Representative shall provide its comments to FSAC at least five Business Days prior for paying such amount of Taxes to the due date of such returns and FSAC shall make all changes requested by ATS in good faith (unless FSAC is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to, have a material adverse effect on FSAC or any of its Affiliates (provided that FSAC agrees to make any such changes notwithstanding the application of this clause (ii) if the changes are consistent with applicable Law and past practices of the Companies)). Except as provided in Section 5.11(c), and only to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheets (and specifically reflected in Closing Net Working Capital), the Founders shall pay, or cause to be paid, all Taxes with respect to ATS and the Acquired Subsidiaries shown to be due on such Prior Period Returns. In the event that the Founders for any reason fail to make the payment contemplated in the previous sentence, then FSAC may bring an indemnification claim under ARTICLE IXrelevant tax authority.

Tax Periods Ending on or Before the Closing Date. FSAC The Sellers’ Representative shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis (in each case, at its sole cost and expense) and on a basis reasonably consistent with past practice (unless FSAC is advised otherwise by its outside tax consultants), all income Tax Returns with respect to ATS (including U.S. federal Form 1065 and related state and local Tax Returns) of, for, or including the Acquired Subsidiaries Company and each Subsidiary for taxable all periods ending on or prior to the Closing Date and required to be which are filed thereafter (after the “Prior Period Returns”). FSAC shall provide a draft copy of such Prior Period Returns to the Shareholders’ Representative for its review at least fifteen (15) Business Days prior to the due date thereofClosing Date. The ShareholdersSellers’ Representative shall provide its comments permit the Buyer to FSAC at least five Business Days review and comment on each such Tax Return described in the preceding sentence prior to filing and each such Tax Return shall be filed only with the due date consent of the Buyer, such returns consent not to be unreasonably withheld or delayed. The Sellers will be responsible for any and FSAC all liability with respect to such Tax Returns and, upon request from the Buyer, shall make all changes requested by ATS in good faith (unless FSAC is advised in writing by its independent outside accountants or attorneys provide reasonable assurances that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to, have liability has been satisfied in a material adverse effect on FSAC or any timely manner. For the avoidance of its Affiliates (provided that FSAC agrees to make any such changes notwithstanding the application of this clause (ii) if the changes are consistent with applicable Law and past practices of the Companies)). Except as provided in Section 5.11(c), and only to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheets (and specifically reflected in Closing Net Working Capital)doubt, the Founders Buyer or its successor shall payprepare, or cause to be paidprepared, and file, or cause to be filed, all Taxes Tax Returns of, for, or including the Company and each Subsidiary for all periods ending on or prior to the Closing Date other than those Tax Returns for which the Sellers’ Representative is responsible pursuant to the first sentence of this Section 6.2(a); provided, that Buyer shall prepare all Tax Returns for periods ending on or prior to the Closing Date in a manner consistent with respect the Company’s past practice to ATS the extent consistent with applicable law; provided further, that in the event any such Tax Return reflects an amount due and owing for which the Acquired Subsidiaries shown Beneficial Sellers may have an indemnification obligation pursuant to Section 9.2 hereof, Buyer shall permit the Sellers’ Representative to review and comment any such Tax Return and such Tax Return shall be filed only with the consent of the Sellers’ Representative, such consent not to be due on such Prior Period Returns. In the event that the Founders for any reason fail to make the payment contemplated in the previous sentence, then FSAC may bring an indemnification claim under ARTICLE IXunreasonably withheld or delayed.

Tax Periods Ending on or Before the Closing Date. FSAC The Shareholders shall prepare, or cause to be prepared, and file, or cause to be filed, prepared on a timely basis (in each case, at its their sole cost and expense) and on a basis reasonably consistent with past practice (unless FSAC is the Shareholders are advised otherwise by its their independent, outside tax consultantsadvisors), all Tax Returns with respect to ATS and the Acquired Subsidiaries PMG for taxable periods ending on or prior to the Closing Date and required to be filed thereafter (the “Prior Period Returns”). FSAC ATS shall file, or cause to be filed, on a timely basis, all such Prior Period Returns, and within five (5) Business Days of such filing, ATS shall send copies of the filed Prior Period Returns to the Shareholders. The Shareholders shall provide a draft copy of such Prior Period Returns to the Shareholders’ Representative ATS for its review at least fifteen (15) ten Business Days prior to the due date thereof. The Shareholders’ Representative ATS shall provide its comments to FSAC at least the Shareholders within five (5) Business Days prior to the due date following receipt of such returns draft from the Shareholders, and FSAC the Shareholders shall make all changes requested by ATS in good faith (unless FSAC is the Shareholders are advised in writing by its independent their independent, outside accountants or attorneys tax advisors that such changes (ix) are contrary to applicable Law, or (iiy) will, or are likely to, have a material adverse effect on FSAC the Shareholders or any of its Affiliates (provided their Affiliates). In the event that FSAC agrees the Shareholders do not agree to make any a requested change by ATS, and ATS believes such changes notwithstanding change is required by Law, the application of this clause (ii) if dispute shall be resolved by the changes are Auditor in a manner consistent with applicable Law that set forth in Section 2.4 hereof, and past practices of such Tax Return shall be filed in the Companies))manner determined by the Auditor. Except as provided in Section 5.11(cSections 5.11(d) and 5.16(b), and only to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheets (Sheet and specifically reflected included in the calculation of Closing Net Working Capital), the Founders Shareholders shall pay, or cause to be paid, all Taxes with respect to ATS and the Acquired Subsidiaries PMG shown to be due on such Prior Period ReturnsReturns by the due date of such Taxes. In the event that the Founders Shareholders for any reason fail to make the payment contemplated in the previous sentence, then FSAC ATS may bring an indemnification claim under ARTICLE IXArticle 9 and the Shareholders shall be jointly and severally liable for that payment.

Tax Periods Ending on or Before the Closing Date. FSAC SolarWinds shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis (in each case, at its sole cost and expense) and on a basis reasonably consistent with N-able’s past practice (unless FSAC SolarWinds is advised otherwise by its independent outside tax consultantsconsultants that such practice is contrary to applicable Law), all Tax Returns with respect to ATS and the Acquired Subsidiaries N-able for taxable periods ending on or prior to the Closing Date and required to be filed thereafter (the “Prior Period Returns”). FSAC SolarWinds shall be entitled to be reimbursed from the Escrow Fund established pursuant to Section 7.4 hereof the reasonable costs of preparing and filing all such Prior Period Returns. SolarWinds shall provide a draft copy of such Prior Period Returns to the Shareholders’ Representative Equity Holder Representatives for its review at least fifteen ten (1510) Business Days prior to the due date thereof. The Shareholders’ Representative Equity Holder Representatives shall provide its comments to FSAC SolarWinds at least five (5) Business Days prior to the due date of such returns and FSAC SolarWinds shall make all changes reasonably requested by ATS the Equity Holder Representatives in good faith (unless FSAC SolarWinds is advised in writing by its independent outside accountants or attorneys tax consultants that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to, have a material adverse effect on FSAC SolarWinds or any of its Affiliates (provided that FSAC agrees to make in any such changes notwithstanding taxable period ending after the application of this clause (ii) if the changes are consistent with applicable Law and past practices of the Companies)Closing Date). Except as provided in Section 5.11(c)Within five (5) Business Days after the date on which SolarWinds pays any Taxes of N-able with respect to any Prior Period Return, and only the N-able Equity Holders shall, to the extent such Taxes have not been accrued or otherwise reserved for on the Estimated Closing Balance Sheets (Sheet and specifically reflected in taken into account as a current liability for purposes of calculating the Closing Net Working Capital)Capital Amount, the Founders shall pay, or cause to be paid, all Taxes with respect to ATS and the Acquired Subsidiaries N-able shown to be due on such Prior Period Returns. In the event that the Founders N-able Equity Holders for any reason fail to make the payment contemplated in the previous sentence, then FSAC SolarWinds may bring an indemnification claim under ARTICLE IXArticle VII.

Tax Periods Ending on or Before the Closing Date. FSAC (a) The Company shall prepare, prepare or cause to be prepared, prepared and file, file or cause to be filed, filed a tax return on "Form 4466 - Corporation Application for Quick Refund of Overpayment of Estimated Tax" (the "Quick Return") for the Company in order to obtain a timely basis (in each case, at its sole cost and expense) and on a basis reasonably consistent with past practice (unless FSAC is advised otherwise refund of all estimated federal taxes paid by its outside tax consultants), all Tax Returns with respect to ATS and the Acquired Subsidiaries for taxable periods ending on or Company prior to the Closing Date for the 1998 tax year. The Company shall also prepare and file as soon as practicable its income tax returns for each state government in respect of which an income tax return is required to be filed thereafter (the “Prior Period "State Returns”"). FSAC The Company shall provide a draft copy permit the Stockholders' Representative to review the State Returns prior to filing and to review the Quick Return on or before January 6, 1999 and shall file such Quick Return within three (3) business days after the Stockholders' Representative completes its review of such Prior Period the Quick Return. The State Returns shall be filed as soon as practicable. The Company shall pay to the Shareholders’ Stockholders' Representative for its review at least fifteen (15) Business Days any refund of estimated taxes paid by the Company prior to the due date thereofClosing Date for the 1998 tax year (the "1998 Estimated Taxes") received by the Company pursuant to the Quick Return and the State Returns within five (5) days of the receipt of such refund. If the request for refund on the Quick Return is rejected for any reason, the Company shall file its Federal income tax return as soon as practicable in the normal course requesting the same amount of refund as was reflected on the Quick Return except to the extent otherwise required by law. Within five days of receipt of any refund pursuant to such return, the Company shall pay the amount of such refund to the Stockholders' Representative. The Shareholders’ Representative Buyer agrees that it shall provide not, and shall cause the Company and its comments Subsidiaries not to, take any action or to FSAC at least five Business Days prior permit the taking of any action, that will have the effect of prohibiting the Company from seeking a full refund of the amount of the 1998 Estimated Taxes. In no event shall the amount payable to the due date Stockholders' Representative exceed the amount of the 1998 Estimated Taxes. (b) The Company agrees to pay to the Stockholders' Representative the amount of the actual refund, which amount shall not exceed $500,000, received by the Company pursuant to the Company's 1997 federal income tax return to be filed in September 1998. The amount of any such refund shall be paid to the Stockholders' Representative within five (5) days of the receipt of such returns refund. The Company acknowledges and FSAC shall make all changes requested by ATS in good faith (unless FSAC is advised in writing by its independent outside accountants or attorneys agrees that such changes 1997 federal income tax return will (i) are contrary to applicable Law, or be prepared in the ordinary course of business; (ii) will, not include any carryback of deductions or are likely to, have losses incurred in 1998 or otherwise seek a material adverse effect on FSAC or any cash refund in excess of its Affiliates $500,000; and (provided that FSAC agrees to make any such changes notwithstanding the application of this clause (iiiii) if the changes are consistent with applicable Law and past practices of the Companies)). Except as provided in Section 5.11(c), and only be subject to the extent such Taxes have Buyer's review and approval (which approval shall not been accrued or otherwise reserved for on the Closing Balance Sheets (and specifically reflected in Closing Net Working Capitalbe reasonably withheld), the Founders shall pay, or cause to be paid, all Taxes with respect to ATS and the Acquired Subsidiaries shown to be due on such Prior Period Returns. In the event that the Founders for any reason fail to make the payment contemplated in the previous sentence, then FSAC may bring an indemnification claim under ARTICLE IX.

Tax Periods Ending on or Before the Closing Date. FSAC Between the date of this Agreement and the Closing Date, the Shareholders shall prepare, or cause to be prepared, and file, or cause the Companies to be filedfile, on a timely basis (in each case, at its sole cost and expense) and on a basis reasonably consistent with past practice (unless FSAC is advised otherwise by its outside tax consultants)basis, all Tax Returns with respect that are required to ATS be filed by the Companies prior to the Closing Date (taking into account any extensions of time to file). Buyer shall prepare and timely file, or to cause the Acquired Subsidiaries Companies to prepare and timely file, all Tax Returns for taxable the Companies for all periods ending on or prior to the Closing Date and that are required to be filed thereafter after the Closing Date; provided, however, that: (A) all such Tax Returns shall be prepared in a manner consistent with the “Prior Period Returns”). FSAC Companies’ prior Tax accounting methods, Tax Returns and Tax-related elections; (B) Buyer shall provide a draft copy furnish copies of such Prior Period Tax Returns (and all associated workpapers) to Shareholders’ Agent for review by Shareholders’ Agent not less than thirty (30) days prior to filing of such Tax Returns, and provide Shareholders’ Agent with such additional information as is reasonably requested to verify the accuracy of such Tax Returns; and (C) Buyer shall promptly make such changes to those Tax Returns (before filing if so requested, or if necessary by the filing of amended Tax Returns) as Shareholders’ Agent reasonably requests. Subject to the Shareholders’ Representative contest procedures set forth in Section 6(b)(v), the Shareholders shall pay or cause the Companies to pay all Taxes due and payable on the Tax Returns filed under the first sentence of this Section 6(b)(i) and shall reimburse Buyer and/or the Companies for its review at least fifteen all Taxes of the Companies due and payable on the Tax Returns filed under the second sentence of this Section 6(b)(i) within five (155) Business Days prior after the earlier of (1) payment by Buyer and/or the Companies of such Taxes or (2) delivery of written notice of the amount of such Taxes by Buyer or the Companies to the due date thereof. The Shareholders’ Representative shall provide its comments to FSAC at least five Business Days prior to the due date of such returns and FSAC shall make all changes requested by ATS in good faith (unless FSAC is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable LawAgent, or (ii) will, or are likely to, have a material adverse effect on FSAC or any of its Affiliates (provided that FSAC agrees to make any such changes notwithstanding the application of this clause (ii) if the changes are consistent with applicable Law and past practices of the Companies)). Except as provided in Section 5.11(c), and but only to the extent such Taxes have are not been accrued or otherwise reserved for reflected in as a liability on the face of the Final Closing Balance Sheets (and specifically reflected in Closing Net Working Capital), the Founders shall pay, or cause to be paid, all Taxes with respect to ATS and the Acquired Subsidiaries shown to be due on such Prior Period Returns. In the event that the Founders for any reason fail to make the payment contemplated in the previous sentence, then FSAC may bring an indemnification claim under ARTICLE IXSheet.